The Directors of the Company have pleasure in presenting
this 48^th Annual Report on the working of the Company
together with the Audited Financial Statements for the
year ended March 31, 2026.

FINANCIAL PERFORMANCE

' Crore

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

a.    Better margins of Complex Fertilizers contributed
profitability.

b.    Better realizations in traded fertilizers (other than
DAP & TSP) operations coupled with better product
mix and additional compensation offered by GOI as
per operational guidelines for DAP & TSP largely con¬
tributed to higher profitability.

c.    Despite higher Finance costs and increased depreci¬
ation owing to higher Capitalization, overall profit¬
ability improved as compared to Previous Year.

MEMORANDUM OF UNDERSTANDING WITH
GOVERNMENT OF INDIA

The 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. The Company has
secured "Very Good" rating for the year 2024-25.

The performance rating for 2025-26 MoU is yet to be
finalised by the Government and the Company expects to
achieve "Good" ratings this year.

DIVIDEND

Although the 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 ' 1.34 per equity share of ' 10/- each for the financial
year 2025-26, and would involve a total cash outflow
of ' 73.93 Crore, in addition to Interim Dividend paid of
' 1.00 per share amounting ' 55.17 Crore paid in month
of March 2026) ' 72.82 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

The Company earned a net Profit after Tax of
' 429.81 Crore (' 241.63 Crore in the previous year). Re¬
measurement of defined benefit plans resulted in gain
of ' 43.78 crore (previous year Loss of ' 35.76 crore).
The dividend pay-out pertaining to financial year 2024¬
25 was ' 72.82 Crore and Interim Dividend of FY 2025¬
26 amounting ' 55.17 crore. (' 68.41 Crore pertaining to
financial year 2023-24 and interim dividend pertaining
to financial year 2023-24 was Rs. Nil Crore).The balance
amount of ' 345.60 Crore (' 137.46 Crore in the previous
year 2024-25) was transferred to General Reserves.

AWARDS WON

As in the past, the Company has won many Awards during
the year 2025-26, some of which are as under:

•    "Best IT Implementation Project - Digital
Transformation Excellence Award" at the 10^th PSU
IT Forum and Awards organized by Governance Now
for implementation of "iFMS RO Module Integration
and Dealer APP".

•    CII National Water Award 2025 for Excellence in
Water Management 2025 in "Beyond the Fence" to
Trombay Unit.

•    "ASSOCHAM NATIONAL WATER AWARD 2025"
for excellence in Urban Water & Wastewater
Management category to Trombay Unit.

•    "24^th    Global Environment & Sustainability

Award-2025" from Greentech Foundation for
outstanding achievement in Environment Protection
for Trombay Unit.

•    "Certificate of Merit" for the year 2024 in Annual
Safety Awards by the National Safety Council,
Maharashtra Chapter to Trombay Unit.

•    Platinum award by Green Enviro foundation - OHS
Award 2025 for outstanding achievement in OHS
Management to Trombay Unit.

•    CHAMPION (OUTSTANDING) award to Trombay
Unit and "Legend Emerging Award" to Thal Unit
during "20th EXCEED OHS & Security Award 2025",
for outstanding performance in OH&S category
in Chemical & Fertilizer" Sector by "Sustainable
Development Initiatives" (A unit of Ek Kaam Desh Ke
Naam).

•    "Gold Award" in the fertilizer sector of Grow Care
India Award under the category of "Environmental
Management Award-2025 for Trombay Unit

•    Excellence Award in Innovation for Governance during
12th PSU Award for Research and Development
Department

•    Green Enviro Gold Award 2025 in recognition of its
excellence in environmental management, pollution
prevention, and sustainable development initiatives
to Thal unit

•    Grow Care India Gold Award 2025 for its outstanding
contribution towards environmental protection,
resource conservation, and implementation of
sustainable industrial practices to Trombay Unit.

•    "IBC AGNI Suraksha PURASKAR 2026" to Thal
unit for safe and secure Manufacturing facility, for
Chemical's organisations Category.

•    Thal Unit secured first place in the 'Horticulture
Exhibition Competition' in the vegetables category
organized by the Municipal Corporation of Greater
Mumbai.

OPERATIONAL RESULTS
Thai Unit

During the year, the unit produced 17.30 lakh MT of Urea
compared to 17.74 lakh MT produced during the previous
year. In terms of nutrients in the fertilisers, the unit
produced 7.96 lakh MT of N during the year, compared
to 8.16 lakh MT during previous year.

Trombay Unit

The Trombay Unit produced 3.81 lakh MT of Urea & 6.35
lakh MT of Suphala during the year compared to 2.90
lakh MT of Urea & 6.04 lakh MT of Suphala produced
respectively during the previous year. During the year,
the unit produced 0.10 lakh MT of Sulphur Coated Urea
compared to 0.26 lakh MT produced during the previous
year. In terms of Nutrient values, the unit produced 2.70
lakh MT of N, 0.95 lakh MT of P₂O5 and 0.95 lakh MT
of K₂O during the year compared to 2.24 lakh MT of N,
0.91 lakh MT of P₂O5 and 0.91 lakh MT of K₂O respectively
during the previous year.

INDUSTRIAL PRODUCTS

The Company produces Industrial Chemicals at its both
units. During the year, the Company sold approx.4.13
lakh MT of various major industrial chemical products
as against approx. 4.53 lakh MT during the previous
year. The Company produces, 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%, Mono-Methyl Amine, Di-Methyl
Amine, Tri-Methyl Amine, Argon, Nitrogen, Refrigerant
Grade Ammonia, Gypsum etc. New 100 MTPD liquid
CO2 plant at Trombay has started. Sale of high-volume
products like Ammonia, Ammonium Nitrate (Melt) will
facilitate improvement in turnover as well as profitability.
The Company is also exploring the possibility to procure
Nitric Acid from open market for maximizing Ammonium
Nitrate production. Maximizing sale of CNA98%, SNA
72% & 68% will also support in improving Profitability.

MARKETING PERFORMANCE

FERTILIZER DIVISION

The Company achieved sales volume of 38.12 lakh MT
during the year 2025-26 as compared to 37.12 lakh MT
during the previous year. The Company sold 21.25 lakh
MT of Urea, 6.53 lakh MT of Suphala 15:15:15, 0.48 lakh
MT of City Compost/PDM/PROM/FOM and 9.27 lakh MT
of other bought out products i.e. DAP, MOP, Imp NPK
etc. As compared to 20.72 lakh MT of Urea, 6.39 lakh
MT of Suphala 15:15:15, 0.35 lakh MT of City Compost/
PDM/PROM/FOM and 9.20 lakh MT of other bought out
products i.e. DAP, MOP, Imp. NPK etc. during the previous
year. The Total sale of manufactured fertilizers (Urea &
NPK) during 2025-26 is 27.78 lakh MT as against 27.11
lakh MT during the previous year. Sales of fertilizer
products registered increase of 2.47% over previous year.

The Company sold 9.27 LMT Imported products i.e. DAP,
MOP and Imp NPK etc. as compared to 9.20 LMT during
previous year. Sales of imported fertilizers registered
growth of 0.8% over previous year.

Sujala sale was 5,290 MTs during the year as against
5,994 MTs in the previous year. Microla sale was 443 KL
during the year as against 455 KL in the previous year.
The sale of Biola was 123 KL during the year similar to
previous years. Other products such as Shubhada, & Silica
also registered healthy volumes during the year.

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

?    Achieved highest ever total fertiliser sale of 37.60
LMT (excl. Imp. Urea), registering growth of 2.3%
over last year.

?    Suphala 15:15:15 recorded highest ever sale of 6.53
LMT, increased by 2% over last year.

?    Ever highest NPK (Ind+Imp) sales of 10.50 LMT
achieved, registering increase of 27% over last year.

?    Ever highest Imp. TSP sales of 1.33 LMT achieved,
registering increase of 1.08 LMT (439%) over last
year.

?    Ever highest Imp. 20:20:0:13 sales of 2.59 LMT
achieved, registering increase of 1.78 LMT (220%)
over last year.

?    Ever highest Imported products sale of 9.27 LMT
achieved, maintaining upward trend over last year
(9.20 LMT).

?    Urea sales reached to 21.25 LMT, increased by 3%
(0.53 LMT) over last year.

?    Achieved all-time high PDM sale of 40,550 MT, nearly
doubling over last year (94% growth).

?    First time sold RCF manufactured Nano Urea of 80.5
KL.

INDUSTRIAL PRODUCTS DIVISION

In the face of intense market competition & falling
international prices, Industrial Products Division has
achieved the net sales turnover of ' 1625.94 Crore as
against ' 1654.77 Crore during the previous year. During
the year, the Company has achieved the following:

?    Highest yearly sale of Liquid CO₂ of 10,831 MT.

?    Highest yearly sale of Phosphoric Acid of 7,450 MT.

?    Highest yearly sale of STP Water of 28,54,096 M³.

?    Highest yearly sale of Refrigerant Ammonia of 1,525
MT.

Taking into consideration the requirement of coal industry,
in addition to existing production capacity of AN Melt
of 1.90 Lakhs MT per annum, a new AN Melt plant with
capacity of 1.40 Lakhs MT per annum has already started
in 2024-25. 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, the Company successfully
popularized its Ammonium Bicarbonate (ABC) in the
overseas market through third party export. During
financial year 2025-26, the Company has done third party
export of 96 MT Ammonium Bicarbonate (ABC) under
"MRUDULA" brand to the tune of ' 18.28 lakh Further,
during the year, the Company exported 1476 MT of Liquid
Argon to the tune of ' 299 lakh.

IMPORT OF UREA ON GOVERNMENT ACCOUNT

?    The Company is designated as State Trading
Enterprise (STE) since October, 2019 for Import
of Urea on Government Account. Based on the

instructions of Department of Fertilizers (DoF), the
Company has imported approx. 30 lakh MT quantity
of Urea through issue of total three (3) Global tenders
during the year 2025-26.

•    The Company had also assigned the responsibility
for execution of Urea imports under Long term
Agreement (LTA) between M/s. OQ Trading & Govt.
of India (DOF) w.e.f. February 2022 onwards for a
period of 3 years (until January 2025), for a Quantity
of 10 lakh MT (+/- 10%) per annum on FOB basis.
Accordingly, five (5) Urea shipments have been
shipped from OQ Trading Ltd. under this LTA, with
a total quantity of approx. 2 Lakh MT during
FY 2025-26.

•    An MOU was signed between Govt. of India &
Govt. of Nepal on 28.02.2022, 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 the Company 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 18.07.2022
by the Company & M/s. Krishi Samagri Company
Limited (KSCL)-Nepal who is the nominated agency
by Govt. of Nepal. Under this agreement and as
per the requirement provided by M/s. KSCL-Nepal,
60,000 MT Bagged Urea have been delivered to
three designated warehouses in Nepal during FY-
2025-26.

ATMANIRBHAR BHARAT

Under 'Atmanirbhar Bharat Abhiyan', following initiatives

are taken by the Company:

•    Sulphur Coated Urea (Urea Gold)

The 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. The Company
has been granted the Indian patent titled 'A System
and a Process for Coating a Fertilizer'. 'Urea Gold'
is a sulphur coated urea, a slow release fertilizer. It
has Nitrogen 37% and Sulphur 17%. It supplies the
much required sulphur - secondary nutrient, along
with Nitrogen from Urea. Sulphur is an important
secondary nutrient for enhancing crop yield and crop
quality which is more so for oil seeds and pulses.
During the year, the unit produced 0.10 lakh MT
of Sulpur Coated Urea compared to 0.26 lakh MT
produced during the previous year.

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

The Company has set-up Briquette Fired Boiler at
RCF Thal. The low cost steam helps in reducing the
variable cost of chemicals. Briquette (Bio-Mass) or

'White Coal' is made-up from agriculture and forest
natural waste.

•    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 2025-26 , a quantity of 732.75 MT was sold to
the farming community.

•    Setting up new NPK Fertilizer plant at Thai:

The Company is planning to set up a captive
Phosphoric Acid Plant of 300 MTPD capacity at its
Thal Unit, at an estimated project cost of ' 865.25
crore, including taxes. Phosphoric acid is a key raw
material for the production of NPK fertilisers. The
project is aimed at reducing dependence on imported
phosphoric acid, strengthening the Company's raw
material supply chain and enhancing the long-term
sustainability and competitiveness of its NPK fertiliser
operations.

•    Production of Phosphoric Acid Plant, Trombay

The Company produced the Phosphoric Acid Plant
at Trombay & supplied to Fertilizers and Chemicals
Travancore Limited (FACT) supporting increased
domestic fertiliser production, thereby enabling
better utilisation of the Company's manufacturing
facilities.

•    Optimizing production of Industrial Chemicals:

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

AGRICULTURE EXTENSION ACTIVITIES

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

s Soil Sample Analysis: 30,892 number of NPK and
6052 number of Micro-nutrient analysis have been
done and Soil Health Cards distributed.

s Farmer Training Centres are operational at Thal and
Nagpur for imparting residential training to farmers.
A total of 18 programs were undertaken benefitting
450 farmers during the year.

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

operated for imparting Agricultural information to
the farming community. 971 queries were addressed
via this service.

s RCF Customer Care No. 022 25523044 is operational
for guiding & resolving queries regarding Products.
99 queries were addressed via this number.

s RCF Sheti Patrika: 7.20 lakh copies of RCF Sheti
Patrika (Marathi edition) covering the relevant
subjects pertaining to Agriculture and allied fields
were printed (60,000 per month) & distributed to
farmers.

s e-magazine of RCF Sheti Patika (Hindi edition) is
published quarterly. 4 editions were published in FY
2025-26

s Social Media: Information regarding all the
agriculture extension activities carried out by RCF
Ltd is shared through social media (WhatsApp,
Facebook, X, Instagram and YouTube) with handle @
rcfkisanmanch. More than 560 posts were shared via
these platforms.

s Agricultural Extension Services: 221 Field
Demonstrations, 134 Soil Testing Days, 568 Farmers'
Meetings, 14 Krishi Melas, 14 Veterinary Camp/
Rural Sports, 16 Exhibitions (at National, State and
District-level), etc. were organized for the benefit of
the farmers.

s Adoption of Villages for Promotion of City Compost/
Biofertilizer/ FOM / PDM / PROM / Nano Urea, etc:

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

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

has conducted 159 promotional activities like farmers
training sessions, demonstrations etc to create
awareness & educate farmers regarding benefits &
usage of PROM, PDM, FOM, LFOM & other Organic
Fertilizers. 215 Farmers Training and Awareness
sessions have been conducted at Granpanchayat-
level as per guidelines of Department of Fertilizers
(DoF). In these training sessions, farmers are guided
by Subject Matter Specialists and expert faculties
such as Professors from Agriculture Universities,
Scientists from Agriculture Research Institutes and
Scientific Officers working at KVKs etc.

s During the year 2025-26, the Company has
undertaken refurbishment of 4057 Pradhan Mantri
Kisan Samrudhi Kendra (PMKSK) on pan-India Basis,
as per instructions of Department of Fertilizers (DoF).

Total 12936 PMKSKs have been established by RCF
Ltd. These PMKSK are unique initiative to support
the farmers as a one stop solution for all agricultural
needs of farmers.

s NaMo Drone Didi (NDD) scheme: The Copany has
handed over 67 Agri-Drones to women entrepreneurs
associated with womens'Self-Help Groups from rural
areas in the states of Maharashtra, Karnataka,
Andhra Pradesh, Telangana and Uttar Pradesh and
trained them as Remote Drone Pilots. As per current
status, the Drone Didis of RCF Ltd have collectively
earned more than 10.62 lakhs INR and have
successfully conducted spraying activities on more
than 2200 acres of crops.

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

s The Company is sponsoring broadcasting of audio
episodes regarding agriculture-related topics
via 5 Community Radio Stations in Ahilyanagar,
Amravati, Nandurbar, Pune and Washim districts
of Maharashtra state since Dec-2023 for the
purpose of information dissemination, education
and communication. By means of Community Radio
Programs, Department of Fertilizers intends to create
awareness about various programs and scheme of
Department of Fertilizers viz. PM- PRANAM, balanced
use of fertilizers, integrated nutrient management
etc, amongst the farming community. So far, viz
since Dec 2023 to March 2026, more than 1380
Community Radio programs (audio episodes) have
been broadcast. Out of these, 480 programs have
been broadcast in FY 2025-26.

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 2025-26 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 the Company
is as under

PROJECTS IMPLEMENTED

The Company has successfully commissioned Briquette
Fired Boiler in Chemical Group of Plants (CGP) at RCF Thal
in May 2025.

PROJECTS UNDER IMPLEMENTATION

Setting up new NPK Fertilizer plant at Thal

India is largely dependent upon Imported NPK nutrients
to meet its domestic requirements. As an "Atmanirbhar
Bharat" initiative, the Company is setting up NPK
Fertilizer plant having capacity of 1200 MTPD (DAP basis)
at Thal. The plant would be capable of producing various
grades of NPK fertilizer as per market requirements. The
work order for execution of the project on LSTK basis
is awarded to M/s Larsen & Toubro Limited in October
2024. The estimated Project Cost of the project is ' 1494
Crore including taxes. Project is expected to be completed
by March 2027.

Ammonia Plant revamp (Topsoe scheme) at Thal

The Company is implementing energy schemes suggested
by M/s Topsoe A/S - Technology supplier of Ammonia
plant at Thal. Estimated Project Capital Cost is about
' 1308 Crore including taxes. The expected energy saving is
0.40 Gcal/MT of Ammonia at existing Ammonia production
level and expected to be completed by June 2029.

ETP up-gradation at Thal:

The Company is upgrading the existing Effluent Treatment
Plant at Thal for treating 10,000 M3/day effluent to

ensure the quality of treated effluent not only for meeting
the statutory norms but also suitable for recycling the
treated effluent as raw water.

Benefit of the project will be better environment
management on sustained basis through recycling of
treated effluent as a raw water. The project has been
partially commissioned on January 19, 2025 and around
4000 M3 per day treated water is generated.

PROJECTS UNDER CONSIDERATION
Phosphoric Acid Plant at Thai Unit:

Phosphoric acid is one of the key raw materials for the
NPK plant. The Company is planning to set up a captive
300 MTPD capacity Phosphoric Acid Plant at Thal unit.
The estimated project cost is ' 865.25 Crore including
taxes.

JOINT VENTURE PROJECTSCoal Based Fertilizer Plant at Talcher:

The Company, along with Coal India Limited (CIL), GAIL
(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. '19,062.22
Crore (RCF equity share is '2,169.67 Crore). M/s Wuhuan
Engineering Co. Ltd. from China has been engaged
through competitive bidding as LSTK contractor for Coal
Gasification and Ammonia/Urea packages of the project.
The various site activities are in progress. The project is
expected to be commissioned by December 2027.

Joint Venture - Russia Project:

The Company along with NFL and IPL are exploring
possibility of setting-up Urea plant in Russia. RCF, NFL and
IPL have signed a Memorandum of Understanding (MoU)
with Russian Company - M/s JSC Uralchem in December
2025 for setting up a Joint Venture Urea plant in Russia.
The feasibility study for the project is currently underway.

Proposed Joint Venture Urea Project at Vidarbha,
Maharashtra:

The Company along with GAIL (India) Limited (GAIL) have
signed a Memorandum of Understanding (MoU) to jointly
establish a gas-based fertilizer project in the state of
Maharashtra through a Special Purpose Vehicle (SPV).
The proposed Urea production facility, with a planned
capacity of 1.27 Million Metric Tonnes Per Annum
(MMTPA), is envisaged to be established in the Vidarbha
region of Maharashtra along GAIL's Mumbai-Nagpur-
Jharsuguda Natural Gas Pipeline (MNJPL).

SUBSIDIARY AND OTHER JOINT VENTURE
COMPANIES

A separate statement containing the salient features
of financial statements of all the joint ventures of
the 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 atinvestorcommunications@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 the Company (www.rcfltd.com).

WHOLLY OWNED SUBSIDIARY

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

JOINT VENTURE COMPANYFACT-RCF Building Products Ltd. (FRBL), Kochi

The 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 the 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 were
initiated against FACT-RCF Building Products Limited
(FRBL), vide order dated January 11, 2024. Pursuant to the
Corporate Insolvency Resolution Process (CIRP) initiated
against FRBL under the Insolvency and Bankruptcy Code,
2016, the Hon'ble NCLT, Kochi Bench, vide order dated
September 26, 2025, approved the Resolution Plan.

As per the approved Resolution Plan, the claims submitted
by the Company as unsecured financial and operational
creditor amounting to ' 37.87 crore were not considered
for settlement and accordingly stand extinguished.
Further, under the Resolution Plan, the Company was
allotted 2,50,000 equity shares of ' 10 each aggregating
to ' 25 lakh, resulting in a revised shareholding of 2.5% in
the restructured share capital of FRBL.

The Company had already made full provision for its
investment of ' 35.23 crore and advances of ' 37.87
crore, aggregating to ' 73.10 crore, in earlier years.
Accordingly, during the year, the Company has written off
investment and advances aggregating to ' 72.85 crore
(net of 2,50,000 equity shares of ' 10 each aggregating to
' 25 lakh received under the approved Resolution Plan)
pertaining to FRBL and recognized the aforesaid equity
shares in its books of account as at March 31, 2026.
Consequent to the restructuring, the Company holds 2.5%
equity in the revised share capital of FRBL. As Promoter
Companies have lost the powers to exercise control of the
Joint Venture and accordingly, the financials of FRBL is
not consolidated in accordance with Ind AS 110.

Urvarak Videsh Limited (UVL)

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

The Audited financial statements of UVL as at March
31, 2026 reported loss of ' 67245/-, thus resulting in
accumulated loss of ' 0.51 Crore.

Talcher Fertilizers Limited (TFL)

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

The consolidated financial statements have been
prepared considering the equity contribution made by

the Company amounting to ' 1,102.15 crore, as against
' 2,169.67 crore each contributed by the other joint
venture partners, GAIL (India) Limited and Coal India
Limited, in Talcher Fertilizers Limited as at March 31,
2026. Consequently, the Company's shareholding in the
joint venture stands at 20.25%.

During the year, the Company has infused ' 200 Crore in
TFL in FY 2025-26.

The audited financial statements of the said Company as
at March, 31 2026 reported a loss of ' 11.67 Crore, thus
resulting in accumulated loss to ' 41.19 Crore.

Consolidated Financial Statement

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

Financial Statements of Joint Venture entity FACT-RCF
Building Products Limited (FRBL) is not consolidated with
the financial statements of the Company, consequent to
approval of resolution plan by NCLT under the Insolvency
and Bankruptcy Code, 2016.

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

SUMMARY OF FINANCIAL PERFORMANCE

RESEARCH AND DEVELOPMENT

The Company has taken up several Research and
Development (R & D) projects, some of which are for
commercial scale design and engineering. The R&D
Division undertook laboratory research, pilot-scale
production, field trials, and product commercialization
activities during the year. The focus remained on
development of innovative fertilizer solutions for
improving crop productivity, nutrient efficiency, and soil
health. They are as under:

(i)    More from Less : Nano Fertilizers

More from less" refers to the core principle of nano¬
fertilizers: utilizing minuscule, nanoscale particles (1¬
100 nm) to achieve higher crop yields while drastically
reducing the volume of agricultural inputs.

a)    Nano DAP

The Nano DAP formulation developed under
the project has successfully progressed from
laboratory and field validation stage to the pilot-
scale stage. The product has been registered
in the FCO, gazette dated 16^th March 2026.
The product is scheduled to be launched in the
market during the year 2026-27.

b)    Other Nano fertilizer status

Internal and external agricultural field trials on
Nano NPK and Nano Urea have been completed
along with Toxicological studies at CSIR- Indian
Institute of Toxicological Research, Lucknow.
Toxicological studies have confirmed that the
product is safe for use.

(ii)    Granulated Micronutrient Fertilizer

Granular micronutrient fertilizers supply essential
trace elements—like zinc, iron, boron, and
manganese—in slow-release, solid forms. Because
plants need them in tiny amounts, these granules are
typically coated onto carriers for even, broadcasted
soil application

Micronutrient fertilizer (Shubhada) in granular form
has been successfully formulated, produced and
marketed.

(iii)    Precision agriculture:

Precision agriculture with liquid fertilizer optimizes
crop yields and minimizes waste by applying exact
nutrient amounts exactly where and when plants
need them.

a) Urea Ammonium Sulphate

Urea Ammonium Sulphate (Liquid) grade was
successfully developed at laboratory scale as
well as on pilot scale. The product is presently
under consideration for market introduction.

(iv)    Suspension fertilizers

Suspension fertilizers are high-concentration
liquid plant foods where insoluble or partially
soluble nutrient salts are evenly suspended using
specialized agents. They offer the nutrient density
of solid fertilizers with the easy handling of liquids,
reducing leaching and volatilization while providing
a prolonged release of micronutrients

The Zinc Oxide Suspension Fertilizer formulation
was successfully developed at laboratory scale and
evaluated for key quality parameters.

(v)    Sulphur-Based Fertilizers

Sulfur fertilizer is a crucial nutrient supplement
essential for protein synthesis, chlorophyll
development, and maximizing nitrogen use efficiency
in crops. It is highly recommended for oilseed crops
like mustard and canola, where it significantly boosts
oil content and overall yield Development and
evaluation work was carried out on Sulphur Coated
Urea, Granular Sulphur (90% S), Elemental Sulphur
with Zinc, and Zincated Bentonite Sulphur.

(vi)    Waste to wealth : Gypsum-Based Fertilizer Products

Gypsum-based formulations including Ca:Mg:S
(6:2:4), Urea Calcium Sulphate (27:0:0 + Ca + S),
Granulated Gypsum were successfully developed
and evaluated. These products demonstrated their
potential as secondary nutrient sources and soil
conditioners.

(vii)    Water stewardship : Water-Soluble Fertilizers

Water-soluble fertilizers such as NPK 8:8:8 was
developed and evaluated under controlled and field
conditions. The products showed good solubility,
stability, and improved nutrient uptake efficiency,
resulting in enhanced crop performance.

(viii)    Seeing is believing: Promotional Field Trials

Promotional field trials of Urea Gold were conducted
across multiple locations in Maharashtra including
Nashik, Pune, Aurangabad, Jalgaon, Gadchiroli, and
Gondia on major crops such as onion, chilli, wheat,
maize, and sugarcane to create awareness amongst
the farming community w.r.t. balanced fertilization.

(ix)    Bridging the Scale Gap : Establishment of Pilot plant

A pilot plant is an intermediate-scale production
system used to translate laboratory-scale formulas
and processes into viable commercial-scale
manufacturing. It serves as a bridge, allowing the R
& D to test feasibility, optimize operating conditions,
and mitigate risks before committing to large-scale,
costly commercial investments.

Fertilizer Additive Pilot Plant, Spray Dryer Plant,
Dispersion Unit have been established at the R&D
Centre for pilot scale studies of various fertilizer
products.

(x)    Protect the intangible creations: Patent

An Indian patent has been received on 16th Jan 2026
for "A system and a process for coating a fertilizer".
Patent number 578371 dated 19/3/2024 .

(xi) Collaboration and MoU

a)    MoA with DoF and ICAR, New Delhi

Tripartite Memorandum of Agreement (MoA)
with DoF and M/s Indian Council of Agricultural
Research (ICAR), New Delhi and financial
contribution for contract research on "Evaluation
of Nano Urea on crop productivity and nitrogen
use efficiency in diverse Agro-Ecological Zones
of India" done by RCF during 2025.

b)    MoU with Mahatma Phule Krishi Vidhyapeeth,
Rahuri Ahmednagar

In view to take the R and D activities to the next
higher level, collaborative research has been
given importance. With this thought and to have
seamless core research, a MOU has been signed
with Mahatma Phule Krishi Vidyapeeth, Rahuri,
Maharashtra.

c)    With other Agricultural Institutes/Universities

Collaboration has been done with various ICAR
institutes for testing of new formulations.

ENVIRONMENT MANAGEMENT AND POLLUTION
CONTROL

The 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
maintains a strong focus on achieving sustained energy-
efficient operations across its manufacturing units
while ensuring a pollution-free environment through
robust pollution control measures and efficient resource
management.

The Company has established ISO 14001 compliant
Environment Management System (EMS) along with
occupational health & 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.

Two internal audits of ISO 9001:2015, ISO 14001:2015
and ISO 45001:2018 (Under Integrated Management
System IMS) were carried out in FY 2025-26 in both
the units. For RCF Trombay Unit , internal audites were
conducted From 25^th to 27^th June 2025 & from 25th to
27th Nov 2025.For RCF Thal Unit, internal audites were
conducted From 11th to 14th June 2025 & from 25th to
28th Nov 2025.

Further, one external audit of ISO 9001:2015, ISO
14001:2015 and ISO 45001:2018 (Under, Integrated

Management System) was successfully conducted in
both units. For RCF Trombay Unit, external audit was
conducted from 23rd to 26th March 2026 and for Thal
Unit from 14th to 16th July 2025

To ensure compliance with environmental standards, all
units are having online monitoring systems for effluent
and emission discharges. 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. Both the units uses clean fuel
to reduce the Green House Gas emission.

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.

As a proactive measure, RCF Trombay unit has installed
two nos. of Sewage treatment Plants to treat sewage of
Mumbai city & use the purified water after treatment for
industrial purpose, thereby saving equivalent quantity of
potable water for consumption by Mumbaikars.

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

At Thal Unit, the ETP Up gradation Project (Non-
Ammonical section) PGTR was successfully completed on
19.01.2025. After the completion of PGTR for the Non-
Ammonical section in the ETP Upgradation project, the
recycling of industrial effluent as raw water, using state-
of-the-art technology, started. Since after the PGTR of
Non Ammonical Section till March-2026, plant was able
to produce 15.09 Lakhs M3 of RO permeate water. This
RO permeate water is recycled as raw water to the WTP
and Urea plant. It reduced daily freshwater resource
consumption and also reduced boiler blowdown in
ammonia plant due to reduced silica content in DM water.

The Briquette boiler is in operation, it uses briquettes a
carbon-neutral fuel for boiler. Consent to Operate (CTO)
for the Briquette Boiler was granted on 11.04.2025, and
the Briquette Boiler has been in operation since then.

Plastic Waste: RCF is registered as Brand Owners
as per the Plastic Waste Management Rule - 2016 .
Plastic Waste are being recycled by both the Units as
per the MoEFCC norms. RCF has engaged M/s Rekart

as its Waste Management Agency for compliance with
Extended Producer Responsibility (EPR) obligations under
the Plastic Waste Management (PWM) Rules.

To fulfill organization' EPR (Extended Producer
Responsibility) obligation under Plastic Waste
Management Rule, 2016, total 12,958 MT (Thal (5458 MT)
+Trombay (7500 MT) Qty) of plastic waste is collected
and either recycled or properly disposed of through
authorized waste management agencies.

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

Resource Management: In the year 2025-26,RCF Thal
Unit installed, additional 0.65 MW capacity solar facilities
(0.5 MW ground mounted and 0.15 Roof mounted) and
Trombay Unit installed , additional 0.40 MW Ground
mounted solar plant. These additional solar facilities
contribute in providing greener power along with
reduction in the unit's carbon footprint.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social
Responsibility', the 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, the Company has spent ' 12.15 Crore on
CSR activities. The activities, in brief, are as under:

Supply of Drinking Water to Nearby Villages:

For over 25 years, RCF has been providing free drinking
water to villages surrounding its Thal unit through
pipelines connected to the unit's water reservoir. This
long-standing initiative continues to benefit over 20,000
residents across villages including Thal, Navgaon, Vaishet,
Tudal, Boris-Gunjis, and Bhal under the jurisdiction of
the RCF Thal factory. The water charges billed by MIDC
are fully borne by the Company, ensuring uninterrupted
supply to nearly 20,000 families in and around Alibag,
Raigad.

Supply of Seeds and Saplings to Local Farmers:

Under RCF's CSR initiatives, RCF supports sustainable
agriculture by supplying seeds and saplings to farmers in
the nearby rural areas of Alibag, Raigad. This initiative aims
to promote environmentally friendly farming practices,

enhance crop productivity, and improve the livelihoods of
local farmers. By providing quality agricultural inputs, RCF
contributes to food security and the economic well-being
of farming communities around the Thal unit.

Mid-Day Meal to Schools at Chembur:

RCF has continued its Midday Meal scheme for non-
aided and underprivileged schools in and around the
Chembur area, Mumbai, through Annamrita Foundation.
This initiative addresses the nutritional needs of school
children and ensures that students receive at least one
wholesome meal per day. The Midday Meal program has
been one of RCF's flagship CSR activities since 2012-13,
and its continuation in FY 2025-26 underscores RCF's
sustained commitment to child nutrition and education.

Mobile Medical Van at Thal and Trombay:

Under this initiative, RCF continues to provide free health
check-ups and distribution of free medicines to patients in
the vicinity of Chembur and Thal area through Akshansh
Consultancy Services. Mobile Medical Units are deployed
one in Chembur and the two in Thal to bring healthcare
services directly to the doorstep of underserved
communities. This initiative benefits thousands of
residents in Alibag, Raigad and Chembur, Mumbai who
may have limited access to regular medical facilities.

Rural Sports for Adivasi community :

As part of RCF's CSR initiatives promoting sports and
youth development, RCF arranged rural sprots such as
kabaddi competition for Adivasi Youth at Alibag Dist.
Raigad. This initiative aims to nurture sporting talent,
encourage physical fitness, and motivate to youth of tribal
communities from all over district for this activity. The
competition provides a platform for young tribal players
to showcase their skills and fosters a spirit of teamwork
and community bonding.

Scholarship for SC/ST Students at Thal Villages:

As part of RCF's CSR initiatives promoting education
among underprivileged communities, RCF distributed
scholarships to students belonging to Scheduled Castes
(SC) and Scheduled Tribes (ST) in the villages surrounding
its Thal unit, Alibag, Raigad. This initiative aims to ease the
financial burden on deserving students and encourage
them to pursue their academic goals. By supporting young
learners from marginalized communities, RCF reaffirms
its commitment to inclusive education and social
upliftment.

Prime Minister Apprentice Scheme (PM Internship
Scheme Pilot Project):

As part of RCF's proactive participation in national skill
development, RCF implemented the Prime Minister
Internship Scheme as a Pilot Project at its Trombay unit.
This initiative provides young professionals and graduates
with hands-on industry exposure and vocational

training within RCF's operations. By participating in this
government-backed scheme, RCF contributes to building
a skilled and employment-ready workforce, supporting
national goals of youth empowerment and economic
development.

Construction of Rehabilitation Centre for Cured Mentally
Ill Persons at Kanyakumari, Tamil Nadu:

As part of RCF's CSR initiatives in the area of healthcare and
social welfare, RCF provided financial assistance to Centre
for Human Resource and Development Programmes
(CHARDEP) for the construction of a rehabilitation centre
for cured mentally ill persons at Achankulam, Potrayadi,
Kanyakumari District, Tamil Nadu. This facility provides
a safe and supportive environment for reintegration,
recovery, and skill development, helping beneficiaries
lead a dignified and independent life.

Renovation and Repair of Schools of Mhasla Nagar
Panchayat, Raigad:

As part of RCF's CSR initiatives aimed at improving
educational infrastructure, RCF extended financial
assistance to Child Dream's Social Foundation for
renovation and repair work of schools under Mhasla Nagar
Panchayat, Dist. Raigad. This initiative aims to provide
students with better physical learning environments and
upgraded school facilities, thereby improving overall
educational outcomes in the region.

Promotion of Healthcare through conducting Medical
Camps nearby Chembur:

As part of RCF's CSR initiatives focused on promoting
healthcare, RCF provided financial assistance to
Panchratna Mitra Mandal for conducting free medical
camps at two locations near Chembur, Mumbai. These
camps provide essential healthcare consultations,
diagnostics, and medical services to the local community,
especially those who are economically disadvantaged
and lack access to quality medical facilities.

Support for Paediatric Cancer Patients:

As part of RCF's CSR initiatives in the healthcare
domain, RCF provided financial assistance to Access Life
Assistance Foundation for the operational expenditure
of its Chembur Centre, which works towards supporting
paediatric cancer patients. The Foundation offers critical
medical, emotional, and logistical support to children
battling cancer and their families. RCF's contribution
helps sustain the Centre's day-to-day operations and
ensures continued care for these vulnerable patients.

Free OPD and Medicine Distribution:

As part of RCF's CSR initiatives in the healthcare sector,
RCF extended financial assistance to Sushrut Hospital
and Research Centre, Chembur, for providing free
OPD consultations and distributing medicines to the

general public. This initiative ensures that residents of
the Chembur area, particularly those from low-income
groups, have access to quality medical care and essential
medicines without financial barriers.

Cancer Detection, Medical and Blood Donation Camps at
Chembur and Thal:

As part of RCF's CSR initiatives focused on healthcare and
community outreach, RCF extended financial assistance
through Chandra Sundra Trust for conducting Cancer,
Medical, and Blood Donation Camps near both RCF's
Trombay unit in Chembur and the Thal unit in Alibag,
Raigad. These camps promote early detection of cancer,
raise health awareness, and contribute to blood bank
reserves, ensuring better health outcomes for underserved
populations in both regions.

Sanitation facilities to rural School at Kolhapur:

As part of RCF's CSR initiatives aimed at improving
sanitation and educational infrastructure, RCF provided
financial assistance through Chandra Sundra Trust
for sanitation improvements at Bal Vikas Shikshan
Sanstha School and Community Development Centre at
Kolhapur, Maharashtra. This initiative ensures a hygienic
environment for students and community members,
supporting their health, dignity, and well-being.

Construction of Toilet Block for school students at
Kolhapur:

As part of RCF's CSR initiatives promoting sanitation
and education, RCF provided financial assistance to
Adarsh Apanga Kalyan Shikshan Sanstha, Kolhapur, for
the construction of a toilet block at Shri Laxmi Vidyalaya
Junior College, Hasur Khurd, Tal. Kagal, Dist. Kolhapur.
This initiative aims to provide better sanitation facilities
to students and staff, with particular focus on the dignity
and safety of girl students.

Construction of Toilet Block for Ladies Hostel, Sindhudurg:

As part of RCF's CSR initiatives focused on sanitation
and education infrastructure, RCF provided financial
assistance to Shankar Mahadev Sawant Gram Vikas
Sanstha for the construction of a toilet block at the
ladies' hostel of Shankar Mahadev Vidyalaya and Gurukul
Kumbhavade Hostel, Tal. Kankavli, Dist. Sindhudurg. This
initiative promotes hygiene and ensures a safe, dignified
environment for female students residing in the hostel.

Financial Assistance to Orphanage at Alibaug, Raigad:

As part of RCF's CSR initiatives in healthcare and child
welfare, RCF provided financial assistance to Shri
Samarth Krupa Vrudhsham, Parhur, Tal. Alibaug, Dist.
Raigad, to support the operations and welfare of an
orphanage. This contribution aims to improve the living
conditions, nutrition, and overall well-being of orphaned
and destitute children cared for by the institution.

Construction of Toilet Block , Murud Janjira, Raigad:

As part of RCF's CSR initiatives to promote sanitation and
hygiene, RCF provided financial assistance to Mehboob
Educational Trust English Medium High School for the
construction of a toilet block at Murud Janjira, Tal. Murud,
Dist. Raigad. This initiative ensures students have access
to proper sanitation facilities, creating a healthier and
more conducive learning environment.

Toilet Blocks and Safe Drinking Water at Alibag Tehsil
Office:

As part of RCF's CSR initiatives focused on sanitation
and public health, RCF extended financial assistance to
Happiness Forever for the construction of toilet blocks and
installation of safe drinking water facilities at the Alibag
Tehsil Office, Raigad. This initiative aims to ensure proper
sanitation and hygienic drinking water for government
officials, visitors, and the general public accessing the
Tehsil office.

Construction of Toilet Blocks at Nerul, Navi Mumbai:

As part of RCF's CSR initiatives aimed at improving
sanitation infrastructure, RCF provided financial assistance
to Samrat Foundation for the construction of toilet blocks
in Nerul, Navi Mumbai. This initiative promotes hygiene
and ensures access to proper sanitation facilities for the
residents of the area.

Installation of Open Gym at Chembur Area:

As part of RCF's CSR initiatives promoting health and
fitness, RCF provided financial assistance to Saarth
Pratishthan for the installation of open gym equipment
in a public space near the Chembur area, Mumbai. This
initiative encourages residents, especially youth and
senior citizens, to engage in regular physical exercise,
promoting a healthier lifestyle and community well-being.

Solar Rooftop Installation at school building:

As part of RCF's CSR initiatives promoting renewable
energy and environmental sustainability, RCF provided
financial assistance to Nalanda Educational Foundation
for the installation of a solar rooftop system at their
premises in Chembur, Mumbai. This initiative reduces
dependence on conventional electricity, lowers energy
costs for the institution, and promotes the use of clean,
green energy in the educational sector.

Stationery and Furniture for Schools from Chembur area:

As part of RCF's CSR initiatives promoting education,
RCF provided financial assistance to Panchratna Mitra
Mandal for the provision of stationery and furniture to
schools near the Chembur area, Mumbai. This initiative
aims to improve the quality of the learning environment,
ensure students have access to essential academic
materials, and enhance overall educational outcomes in
underserved schools.

Educational Enhancement and Development of SC/ST
Students at Ahilyanagar:

As part of RCF's CSR initiatives focused on educational
empowerment of marginalized communities, RCF
provided financial assistance to Integrated Rural
Development Centre (IRDC), Ahilyanagar, for educational
enhancement and development programs for SC/ST
students. This initiative aims to improve access to quality
education, provide academic resources, and create skill
development opportunities, ensuring a brighter future for
students from scheduled communities.

Scientific Stray Dog Management at Chembur:

As part of RCF's CSR initiatives in the area of animal
protection and community safety, RCF provided financial
assistance to Utkarsh Global Foundation for providing
scientific solutions to stray dog management in the local
area of Chembur, Mumbai. This initiative aims to address
public health and safety concerns related to stray dog
populations while ensuring humane treatment of animals
in urban spaces.

Solar Panel Installation in Villages at Raigad (Thai):

As part of RCF's CSR initiatives promoting environmental
protection and renewable energy, RCF undertook the
installation of solar panels at multiple villages including
Navedar-Navgaon, Shiravali, Kurul, Machimmar Society,
Zirad, Mule, Veshvi, Thal, Kihim, and Kankeshwar
Devasthan in Dist. Raigad. This initiative aims to provide
clean, sustainable energy to rural communities, reduce
dependence on the conventional power grid, and promote
environmentally friendly development in the coastal
villages surrounding the RCF Thal unit.

Digital Camera and Computers to District Information
Office at Raigad District:

As part of RCF's CSR initiatives promoting education and
digital empowerment, RCF provided a digital camera
and two computers to the District Information Office,
Dist. Raigad. This contribution aims to enhance the
technological infrastructure of the government office,
facilitate better documentation and dissemination of
information, and support the digital capabilities of local
administration.

Financial Assistance for National Maritime Heritage
Complex (NMHC) at Lothal, Gujarat:

As part of RCF's CSR initiatives for the protection
of heritage, art, and culture, RCF extended financial
assistance towards the development of the National
Maritime Heritage Complex (NMHC) at Lothal, Gujarat.
The NMHC is a prestigious national project aimed at
celebrating India's rich maritime history and civilizational
heritage. RCF's contribution supports the preservation
and promotion of this historically significant site for
future generations.

Nutritional Support to Tribal Children at Alibag Taluka,
Raigad:

As part of RCF's CSR initiatives promoting healthcare and
nutrition for underprivileged communities, RCF provided
financial assistance to Shree Ramkrishna Vivekananda
Seva Samiti for providing nutritional support to tribal
children in Alibag Taluka, Dist. Raigad. This initiative aims
to address malnutrition among tribal children, improve
their health outcomes, and ensure adequate dietary
intake for their growth and development.

Mental Health and De-Addiction Capacity Building
Programme at Dadar, Mumbai:

As part of RCF's CSR initiatives focused on mental health
and social welfare, RCF provided financial assistance to
Stree Mukti Sanghatana for conducting capacity building
programs, mental health awareness sessions, and de¬
addiction campaigns in Dadar, Mumbai. This initiative
aims to sensitize communities about mental health issues,
reduce stigma, and provide support and resources for
individuals struggling with addiction and mental health
challenges.

Procurement of Ambulance at Chembur Area:

As part of RCF's CSR initiatives in the area of healthcare
and community welfare, RCF extended financial
assistance to Asmita Mahila Mandal for the purchase of
an ambulance to provide medical services to the local
community in the Chembur area, Mumbai. This initiative
aims to ensure timely emergency medical response and
healthcare access, particularly for vulnerable residents of
the area.

Construction and Renovation of Nagar Palika School at
Shriwardhan, Raigad:

As part of RCF's CSR initiatives promoting education
infrastructure, RCF provided financial assistance to
Relive Consulting Corporation for the construction
and renovation of a Nagar Palika school building at
Shriwardhan, Dist. Raigad. This initiative aims to upgrade
school facilities, provide students with a better learning
environment, and ensure that government school
buildings meet adequate standards of safety and hygiene.

Sanitary Pad Vending Machines cum Destroyers in
Schools at Chembur:

As part of RCF's CSR initiatives focused on menstrual
hygiene and women's health, RCF undertook the
installation of sanitary pad vending machines cum
destroyers in schools at Chembur. This initiative ensures
that female students have easy, dignified access to
sanitary products and a safe method for their disposal,
promoting menstrual hygiene management and reducing
school absenteeism among girls.

Menstrual Hygiene Awareness Programme at Palghar
District:

As part of RCF's CSR initiatives promoting women's
health and hygiene, RCF provided financial assistance to
Pakshalika Mahila Samajik Seva Sanstha for conducting
a Menstrual Hygiene Awareness Programme in Palghar
District. This initiative aims to educate women and girls in
rural and tribal areas about menstrual hygiene practices,
reduce stigma and misinformation, and promote access
to hygienic sanitary products, contributing to the overall
well-being and dignity of women in the community.

Installation of Open Gym Equipment in Mumbai
Constituency:

As part of RCF's CSR initiatives promoting public health
and fitness, RCF extended financial assistance to Saarth
Pratishthan for the installation of open gym equipment
across the Mumbai constituency. This initiative provides
residents with accessible fitness facilities in public spaces,
promoting physical activity, a healthy lifestyle, and
community wellness for all age groups.

Procurement of Hemodialysis Equipment at Alibag,
Raigad:

As part of RCF's CSR initiatives in the healthcare sector,
RCF provided financial assistance to Sahyog Gopalan
Va Gosanvardhan Mandal for the procurement of
haemodialysis equipment for patients in the vicinity of
Alibag, Raigad. This initiative aims to enhance dialysis
services and ensure that patients with kidney-related
ailments in the region have access to critical and life¬
saving medical treatment.

Construction of School Building with Sanitation Facilities:

As part of RCF's CSR initiatives focused on educational
infrastructure and sanitation, RCF provided financial
assistance to Gurukul Education and Research Foundation
for the construction of a school building equipped with
sanitation facilities. This initiative aims to provide students
with a safe, hygienic, and conducive learning environment,
supporting quality education in the community.

Free OPD Consultations and Distribution of Medicines in
Sushrut Hospital:

As part of RCF's continued CSR initiatives in the healthcare
domain, RCF extended further financial assistance
to Sushrut Hospital and Research Centre, Chembur,
for providing free OPD consultations and distributing
medicines to the general public. This ongoing support
ensures that residents of the Chembur area, particularly
those from economically weaker sections, continue to
receive quality medical care and essential medicines at
no cost.

Sarva Mangalam Project for Rehabilitated Families at
Kerala:

As part of RCF's CSR initiatives in the area of social welfare
and community rehabilitation, RCF provided financial
assistance to Dr. Mangalam Swaminathan Foundation

for the implementation of the Sarva Mangalam Project
for rehabilitated families in Kerala. This initiative aims to
provide comprehensive support — including livelihood
assistance, housing, and social integration — to families
that have been rehabilitated, ensuring their sustained
well-being and dignified living.

Procurement of School Furniture for Schools near RCF
Thai Unit:

As part of RCF's CSR initiatives promoting education,
RCF provided financial assistance for the procurement of
school furniture for schools located in the vicinity of RCF's
Thal unit, Alibag, Raigad. This initiative aims to improve
classroom infrastructure and ensure that students
have access to proper seating and functional furniture,
contributing to a more effective and comfortable learning
environment.

Installation of Solar System in School at Chembur:

As part of RCF's CSR initiatives promoting renewable
energy and educational development, RCF extended
financial assistance to Nalanda Educational Foundation
for the installation of a solar energy system in their school
building in Chembur. This initiative ensures uninterrupted
power supply to the school, reduces electricity costs, and
promotes environmental sustainability, creating a better
learning environment for students.

Establishment of E-Learning Infrastructure in Schools at
Shirgaon Village:

As part of RCF's CSR initiatives promoting digital
education, RCF provided financial assistance to Friends
of Wadala East for establishing e-learning infrastructure
in schools of Shirgaon Village. This initiative aims to
integrate technology into the education system, providing
students in rural areas access to digital learning tools,
resources, and platforms that enhance the quality and
reach of education.

Mobile Sugarcane Crop Health Clinic for Mahatma Phule
Krishi Vidyapeeth (MPKV):

As part of RCF's CSR initiatives in the area of rural
and agricultural development, RCF provided financial
assistance for the procurement of a Scorpio vehicle along
with equipment for a Mobile Sugarcane Crop Health Clinic
at Mahatma Phule Krishi Vidyapeeth (MPKV). Additionally,
equipment was procured through Mitcon Forum for Social
Development for the same facility. This mobile clinic is
designed to bring crop health advisory services, pest and
disease management support, and agronomic guidance
directly to sugarcane farmers, thereby enhancing
agricultural productivity and farmer livelihoods.

Tribal Community Empowerment Project at Lahanti,
Jharkhand:

As part of RCF's CSR initiatives in the areas of healthcare
and education, RCF provided financial assistance to
Lahanti for a Tribal Community Empowerment Project

in Jharkhand. This initiative aims to improve healthcare
access, promote education, and empower tribal
communities through targeted interventions, contributing
to the holistic development and well-being of marginalized
tribal populations in the region.

Construction of Toilet Block for Differently-Abled
Students - Osmanabad (Aspirational District)

As part of RCF's CSR initiatives promoting inclusive
education and sanitation, RCF extended financial
assistance to Vishvabharati Bahuuddeshiya Shikshan
Sanstha, Ruibhar, Osmanabad, for the construction of a
toilet block at a proposed 24-hour residential study centre
for differently-abled students preparing for competitive
examinations. This initiative empowers differently-abled
youth by ensuring accessible and dignified sanitation
facilities at their study centre, supporting their aspirations
and academic efforts.

Integrated Sickle Cell Anaemia and Nutrition Programme
- Gadchiroli (Aspirational District)

As part of RCF's CSR initiatives focused on healthcare and
nutrition in aspirational districts, RCF provided financial
assistance to Josh Foundation for the Integrated Sickle
Cell Anaemia and Nutrition Programme in Jimalgatta-
Aheri, Gadchiroli District. This initiative aims to improve
the diagnosis, management, and awareness of sickle cell
anaemia among tribal and vulnerable populations in this
remote region. The programme also addresses nutritional
deficiencies, contributing to better health outcomes and
quality of life for affected communities.

EFFECTIVE IMPLEMENTATION OFPUBLICPROCUREMENT
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 November 9, 2018, the
percentage target of procurement of goods and services
by Govt. Departments/CPSEs from MSEs is increased
from 20% to at least 25% along with the provision of
minimum 3% reservation for Women owned MSEs and
4 % reservation for SC/ST owned MSEs, within this 25%
reservation. This amendment is made applicable from
November 9, 2018.

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

During the fiscal year 2025-26, the percentage of goods
and services procured from Micro and Small Enterprises
(MSEs) is 40.37% (' 862 Crore) of the total procurement
cost of ' 2135.29 Crore, against target of 40%. This
excludes expenses for raw materials, gas, water, electricity,
and catalysts etc. For procurements from women-owned
MSEs, the percentage achieved is 3.15% (' 67.28 Crore) of
the total procurement against target of 3%. Procurements
from MSEs owned by SC/ST entrepreneurs is 0.48%
(' 10.28 Crore) of the total procurement against the target
of 4%. While the overall procurement target from MSEs has
been pursued diligently, the achievement of sub-targets for
procurement from SC/ST-owned MSEs remains contingent
on their level of participation in tenders, fulfilment of
prequalification criteria, competitiveness of quoted prices,
and adherence to tender terms and conditions. These
factors have posed challenges in fully meeting the sub¬
targets despite best efforts by the Company.

SUSTAINABLE DEVELOPMENT

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

New Sewage Treatment plant

The 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 Municipal Corporation of Greater Mumbai
(MCGM) which otherwise would have been drained in to
the sea after preliminary treatment. The STP plants treat
waste sewage generated in the city and convert it into
treated water. Both plants together generate about 30
MLD of treated water which is being used in our plants as
process water.

A portion of treated water generated (about 8 MLD) is
supplied to M/s Bharat Petroleum Corporation Limited
(BPCL). Both STP plants of the 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 2025-26, about 8474 Million litres of
treated water was generated at both STP plants.

Solar Power Plant

As part of achieving ecologically sustainable growth, the
Company has forayed into solar power generation. The
Company has set up rooftop as well as ground mounted
Solar power generation facilities at Thal and Trombay
Unit with an aggregate capacity of 5.21 MWp. The power
generated is used for captive consumption, thereby
reducing the 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 2025-26, 5014 MWh of solar
power was generated.

VIGILANCE

Dr. Rahul S. Jagtap of the Indian Statistical Service
has been serving as the Chief Vigilance Officer (CVO)
of the Company since March 30, 2024. The Vigilance
Department, comprising officers drawn internally from
various operating areas/ departments, functions from the
Corporate Office, Mumbai and the Thal Unit, Alibag.

The Department is committed to promoting transparency,
integrity, ethical practice and accountability across all
organizational processes in accordance with the guidelines
of the Central Vigilance Commission (CVC). With a strong
focus on preventive vigilance, it keeps watch on sensitive
areas/ activities relating to finance, personnel, operations,
marketing, materials management, contracts, and other
critical functions across the Corporate Office, Trombay
Unit, Thal Unit, and Marketing Offices.

During 2025-26, the Vigilance Department processed
29 complaints and, based on investigation/ findings,
recommended about 35 systemic improvements/
advisories/ corrective measures to strengthen internal
controls and enhance organizational effectiveness.
The areas primarily covered included transparency in
HR practices, procurement and contract management,
manpower administration, contract labour management,
operational controls, and governance mechanisms.

The Department continued to leverage digital platforms
for enhancing transparency and efficiency. The Online
Vigilance Clearance System (OVCS) enabled expeditious
processing of vigilance clearances related to promotions,
superannuation, foreign visits, resignations, employment
applications etc. while the Online Vigilance Complaints
Management System (VCMS) facilitated effective receipt
of vigilance complaints. An inhouse developed Online
e-QPR CTE system was put in place for collection and
compilation of data on contracts. An in-house portal for
monitoring disciplinary proceedings was also implemented
to maintain centralized records and improve tracking and
reporting.

As part of preventive vigilance initiatives, the Department
promoted/ liaised for digitization and process
automation across the Company. Key measures included
implementation of e-Office, integration of SAP ERP with
the Integrated Fertiliser Management System (iFMS) for
enhanced supply-chain transparency, GPS-based tracking
of urea transportation, Vendor Invoice Management
System (VIMS), e-Measurement Book (e-MB), Customer
Receipt Management System (CRMS), e-Chikitsa Medical
Reimbursement Portal, expansion of CCTV surveillance
system, strengthening of cybersecurity through AI/ML-
enabled solutions, and enhancement of the RCF Dealer
Parivar Mobile App for improved stakeholder engagement.

On constant persuasion by the Vigilance Department, RCF
Ltd undertook revision and updations of various policies,
manuals and procedures during 2025-26, incorporating
directives and amendments issued by various authorities.

Important revisions included the Manual for Procurement
of Goods (MPG 2.0), Human Resource Planning Policy,
Promotion Policy, and Policy on Appointment of Ex¬
Employees of RCF as Advisors.

In compliance with CVC directives, a three-month precursor
campaign on preventive vigilance was conducted from
18th August to 17th November, 2025. The campaign
focused on disposal of complaints/ pending cases, asset
management, capacity building, awareness-building,
and strengthening preventive vigilance systems. Master
Trainers were developed in specialized vigilance domains
and also extensive awareness and training programmes
were conducted covering some 2,108 participants,
including employees, contractors, vendors, workers and
other stakeholders. During the campaign, employees
completed 665 online training certifications on topics
such as ethics, integrity, conduct rules, cyber hygiene,
public procurement etc. through the iGOT Karmayogi
platform. Specialized workshop was also organized on
vigilance investigation, public procurement, digital fraud
detection, and examination of digital trails.

Vigilance Awareness Week 2025 was observed on the
theme "Vigilance: Our Shared Responsibility" from
27^th October to 2^nd November, 2025 across all Units and
Marketing Offices in accordance with CVC guidelines.
A wide range of outreach and awareness activities,
including Awareness Gram Sabha, Dealers' Meets-cum-
Grievance Redressal Camp, training programmes, panel
discussions, and competitions such as essay writing,
poster making, slogan writing, quizzes, and elocution
contests, were organized for employees, dealers, farmers,
students, and other stakeholders. The programmes
received enthusiastic participation and reinforced the
collective responsibility of all stakeholders in promoting
ethical conduct, transparency, and integrity. Vigilance
awareness was also integrated with Walkathon and
Cyclothon events organized under the Fit India Movement
for employees and their family members.

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

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

OFFICIAL LANGUAGE POLICY AND INITIATIVES

The Company has fully endeavoured to implement the
provisions of Official Language Act, 1963 and the policy

of the Government. Publicity material and literature for
employees and farmers are made available in Hindi and
other regional languages.

With a view to promote Hindi in office work and as per
the direction of the Ministry of Chemicals and Fertilizers,
Department of Fertilizers, Hindi Pakhwada was celebrated
from 14^th to 28^th September, 2025. On this occasion, various
competitions and kavi sammelan were organized for the
employees. 'Marathi Bhasha Samvardhan Pandharvada'
was celebrated from 14^th to 28^th January, 2026. During
this period, various Marathi lectures, cultural programs
and Marathi competitions were organized.

RCF received second award for best implementation
of official language in the year 2025-26 by Municipal
Rajbhasha Karyanwayan Samiti Mumbai.

RCF Trombay Unit was awarded the Best Implementation
Award for the year 2025-2026 by Ashirwad Literary
Institute, Mumbai for the best implementation of
Rajbhasha.

RCF Deputy General Manager (Hon. No.)-E Shri Vinayak
Patil ji was presented Rajbhasha Gaurav Award for
outstanding implementation of Rajbhasha by Mumbai-
based Ashirwad Literary Institute.

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 Raju &
Prasad (Firm Registration Number 003475S) as Joint
Statutory Auditors of the Company for the financial
year 2025-26. The Auditors would be retiring at the
conclusion of the Forty Eight 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 2026¬
27 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 Diwanji & Co, Cost Accountants (FRN No.000339),
as Cost Auditor to audit the cost accounts of the
Company for the year 2026-27 on a remuneration of
' 2.80 lakh excluding applicable taxes. As required
under the Companies Act, 2013, the remuneration
payable to cost Auditor is required to be placed
before the members in a general meeting for their
ratification. Accordingly, a resolution seeking
Members' approval for the remuneration payable

M/s Diwanji & Co, 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 2025-26 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.

Observations made by Secretarial Auditor

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

a) i. As per Regulation 17(1)(a) and second proviso
to Regulation 17(1E) of the Listing Regulations
and DPE Guidelines, the board of directors shall
have an optimum combination of executive
and non-executive directors with at least one
woman director and not less than fifty percent
of the board of directors shall comprise of non¬
executive directors. The Company did not have
requisite number of non- executive directors for
the period from April 01, 2025 to May 08, 2025.

ii.    As per the proviso of Regulation 17(1)(a) and
second proviso to Regulation 17(1E) of the
Listing Regulations, the board of directors of
top 1000 listed entities shall have at least one
independent woman director. The Company was
in top 1000 listed entities on the basis of market
capitalisation as at March 31, 2025 and the
Company did not have an independent woman
director on its Board for the period from April 01,
2025 to May 08, 2025.

iii.    As per Regulation 17(1)(b) and second proviso to
Regulation 17(1E) of the Listing Regulations and
DPE Guidelines, the Chairman being an Executive

Director, at least half of the Board of Directors
should be comprised of Independent Directors
and as per section 149(4) of the Act at least one-
third of the total number of Directors shall be
Independent Directors. The Board of Directors
comprised of six Directors, constituting of four
Executive Directors (including the Chairman &
Managing Director) and two Nominee Directors
(non-executive) and therefore, the Company
did not have requisite number of Independent
Directors for the period from April 01, 2025 to
March 31, 2026.

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

Regulations, the quorum for every meeting of
the board of directors of the top 2000 listed
entities shall be one-third of its total strength
or three directors, whichever is higher, including
at least one Independent Director. There was
no Independent Director present in the Board
meetings held on April 03, 2025 and April 25,
2025 and hence, requisite quorum was not
present in the said Board meetings.

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

Regulations and DPE Guidelines, at least two-
thirds of the directors shall be Independent
Directors and as per section 177 of the Act, the
Audit Committee shall consist of a minimum
of three directors with Independent Directors
forming a majority. The Audit Committee did not
comprise of requisite number of Independent
Directors from April 01, 2025 to May 18, 2025.

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

Regulations and DPE Guidelines, the chairperson
of the audit committee shall be an Independent
Director. The Audit Committee did not have an
Independent Director as the Chairperson for the
period from April 01, 2025 to May 18, 2025.

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

Regulations and DPE Guidelines, the quorum for
Audit Committee meeting shall either be two
members or one third of the members of the
audit committee, whichever is greater, with at
least two Independent Directors. The requisite
quorum was not present in the Audit Committee
meetings held on April 03, 2025 and April 25,
2025.

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

Regulations and DPE Guidelines and as per
section 178 of the Act, all the directors of the
Nomination and Remuneration Committee shall
be non-executive directors. The Nomination and
Remuneration Committee comprised of Whole
Time Directors from April 01, 2025 to May 18,
2025.

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

Regulations, 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 Director.
The Nomination and Remuneration Committee
did not have requisite number of Independent
Directors for the period from April 01, 2025 to
May 18, 2025.

iii. As per Regulation 19(2) of the Listing Regulations
and DPE Guidelines the Chairperson of the
Nomination and Remuneration Committee shall
be an Independent Director. The Nomination
and Remuneration Committee of the Company
did not comprise of an Independent Director
as the Chairperson for the period from April 01,
2025 to May 18, 2025.

d)    As per Regulation 20(2A) of the Listing Regulations,
the Stakeholder Relationship committee shall have
at least three directors, with at least one being
an Independent Director. The Stakeholders and
Relationship Committee did not comprise of an
Independent Director for the period from April 01,
2025 to May 18, 2025.

e)    As per Regulation 21(2) of the Listing Regulations,
the Risk Management Committee shall have
minimum three members with majority of them being
members of the board of directors, including at least
one Independent Director. The Risk Management
Committee did not comprise of an Independent
Director for the period from April 01, 2025 to May 18,
2025.

f)    As per Section 135(1) of the Act, the Corporate Social
Responsibility committee shall consist of three or
more directors, out of which at least one director
shall be an Independent Director. The Corporate
Social Responsibility committee of the Company
did not comprise of an Independent Director for the
period from April 01, 2025 to May 18, 2025.

Company's response on observations made by Secretarial

Auditors

The Company's response on observations made by

Secretarial Auditors are as under:

a (i) & (ii) Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent Directors,
including one Woman Independent Director, on May
9, 2025. Accordingly, the Company complied with the
said Regulation with the requirement of fifty percent
of Board of Directors comprising of Non Executive
Directors and appointment of Woman Independent
Director with effect from May 9, 2025.

(iii)    Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent Directors,
including one Woman Independent Director, on May
9, 2025, and one Independent Director on September
11, 2025. The Company has been continuously
following up with the Government of India for the
appointment of the remaining Independent Directors.

(iv)    Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent Directors,
including one Woman Independent Director, on May
9, 2025. Accordingly, the Company complied with the
said Regulation with effect from May 9, 2025.

(b)    (i) & (ii) Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent
Directors on May 9, 2025, and the Audit Committee
was reconstituted on May 19, 2025, by inducting
two-thirds of the members as Independent Directors
and appointing an Independent Director as the
Chairperson of the Audit Committee, in compliance
with Regulation 18(1)(b) and 18(1)(d) of the Listing
Regulations.

(iii) Being a Government Company under the
administrative control of the Department of
Fertilizers, Ministry of Chemicals and Fertilizers,
Government of India, the Directors of the Company
are appointed by the Government of India.

The Company did not have any Independent Directors
during the period from April 1, 2025 to May 8, 2025.
Pursuant to the appointment of three Independent
Directors on the Board with effect from May 9, 2025,
the Audit Committee was reconstituted on May 19,
2025. Accordingly, the Company has complied with
the said Regulation with effect from May 19, 2025.

(c)    (i) & (ii) Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent
Directors on May 9, 2025, and the Nomination and

Remuneration Committee was reconstituted on
May 19, 2025, by appointing all members as Non¬
Executive Directors and ensuring that at least two-
thirds of the members are Independent Directors, in
compliance with Regulation 19(1)(b) and 19(1)(c) of
Listing Regulations.

(iii) Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

Further, the Company appointed three Independent
Directors on May 9, 2025, and the Nomination and
Remuneration Committee was reconstituted on May
19, 2025, by appointing an Independent Director as
the Chairperson of the Committee, in compliance
with Regulation 19(2) of the Listing Regulations.

(d)    Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent
Directors on May 9, 2025, and the Stakeholders
Relationship Committee was reconstituted on May
19, 2025, by appointing three Directors as members
of the Committee, with at least one member being
an Independent Director and the Chairperson
being a Non-Executive Director, in compliance
with Regulation 20(2) and 20(2A) of the Listing
Regulations.

(e)    Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent Directors
on May 9, 2025, and the Risk Management Committee
was reconstituted on May 19, 2025, by appointing at
least one Independent Director as a member of the
Committee, in compliance with Regulation 21(2) of
the Listing Regulations.

f. Being a Government Company under the
administrative control of the Ministry of Chemicals
and Fertilizers, Department of Fertilizers, Government
of India, the Directors of the Company are appointed
by the Government of India.

The Company appointed three Independent
Directors on May 9, 2025, and the CSR Committee
was reconstituted on May 19, 2025, by appointing at
least one Independent Director as a member of the
Committee, in compliance with Regulation 135(1) of
the Companies Act, 2013

d. SECRETARIAL STANDARDS

During the year 2025-26, the 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 have been no material changes and commitments,
affecting the financial position of the Company between
the end of the financial year and date of this report. There
has been no change in the nature of the business of the
Company.

REPORTING OF FRAUDS

No material fraud by the Company or on the Company
has been noticed or reported during the year. Further, the
Auditors in their report for the year have not reported any
instance of fraud committed by the officers/employees of
the Company.

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

The Company is prompt in making the payment of interest
and repayment of loans to the financial institutions /
banks. 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, 2026, 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, 2026 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. The Company
has been complying with the Guidelines on Corporate
Governance for CPSEs laid down by DPE and regularly
submits reports to the Government. The Company expects
'Excellent Rating' to the Company for the year 2025-26.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL
REPORTING

The 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. The 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, 2026:

1.    Shri Shivakumar Subramaniam [DIN 10784187]
Chairman & Managing Director (from 13.02.2026)

2.    Shri S. C. Mudgerikar [DIN 03498837], Chairman &
Managing Director (upto 31.12.2025)

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

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

5.    Shri Niranjan S. Sonak [DIN 10926090 ], Director
(Marketing)

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

CHANGES IN THE BOARD OF DIRECTORS

Shri S. C. Mudgerikar [ DIN 03498837] ceased as Chairman
& Managing Director on the Board of the Company w.e.f.
January 1, 2026.

Shri Shivakumar Subramaniam [DIN 10784187] appointed
as Chairman & Managing Director on the Board of the
Company w.e.f. February 13, 2026.

Ms Nazhat J. Shaikh [DIN 07348075], Director (Finance)
has entrusted additional charge of Chairman & Managing
Director from January 1, 2026 to February 12, 2026.

Dr. Krishna Kant Pathak (DIN 08328847) appointed
as Government Nominee Director on the Board of the
Company w.e.f. April 21, 2026.

Ms Aneeta C. Meshram (DIN 09781436) ceased as
Government Nominee Director on the Board of the
Company w.e.f. April 17, 2026.

Shri Gopinathan Nair Anilkumar [DIN 09447818] ceased
as an Independent Director w.e.f. May 9, 2026 after
completion of his term.

Prof Anjula Murmu [DIN 09565841] ceased as an
Independent Director on the Board of the Company w.e.f.
May 9, 2026 after completion of his term.

Shri Partha Sarathi Ghosh [DIN 09517108] ceased as an
Independent Director on the Board of the Company w.e.f.
May 9, 2026 after completion of his term.

Shri Rajnikant Bhulabhai Tandel [DIN 11916422]
appointed as an Independent Director on the Board of
the Company w.e.f. August 31, 2026.

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, Mr.
Niranjan S. Sonak [DIN:10926090] and Ms Aparna S.
Sharma [DIN: 07798544] Directors retire by rotation at
the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.

FAMILIARISATION PROGRAMMES FOR INDEPEN¬
DENT DIRECTORS

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

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

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

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

INDEPENDENT DIRECTOR'S DECLARATION

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

The Company being a Government Company, the power

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

Two (2) separate meetings of Independent Directors
was held on August 7, 2025 & January 24, 2026 without
attendance of the non-independent directors and
members of management.

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.    Corporate Social Responsibility and Sustainable
Development Committee (CSR & SD)

vi.    Empowered Committee for Procurement.

vii.    Risk Management Committee

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

ix.    Debenture Allotment Committee

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

POLICY FOR SELECTION AND APPOINTMENT OF
DIRECTORS AND THEIR REMUNERATION

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

The 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

Thirteen (13) Board Meetings were held during the year.
The details of the Board Meetings held during the financial
year 2025-26 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. The Company, being a
Government Company, the performance evaluation is
carried out by the Administrative Ministry (Department of
Fertilizers, Ministry of Chemicals & Fertilizers), Government
of India, as per applicable Government Guidelines.

The Company has evaluated the performance of the
Independent Directors for the year 2025-26 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 instruments of the Company 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 31st March, 2026 is as under:

#    Pursuant to approval of the Resolution Plan by the
Hon'ble NCLT, Kochi Bench under the CIRP of FaCT-
RCF Building Products Limited (FRBL), the Company's
claims stood extinguished and 2, 50,000 equity shares
aggregating to ' 25 lakh were allotted to the Company.
Consequent to the write-off of investment and advances
(net of shares received), the Company's shareholding in
FRBL stands reduced to 2.5%, and FRBL has ceased to be
a related party of the Company.

*    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.

UNSECURED INTER CORPORATE LOAN

During the year, the Company has provided an unsecured
Inter-Corporate Loan to Talcher Fertilizers Limited (TFL),
a joint venture company, amounting to '233 crore at
interest rate of 6-month SBI MCLR plus 0.65%, for a
tenure not exceeding six months repayment option with
a notice of 7 days. The said loan, along with applicable
interest, has been fully repaid by TFL in accordance with
the terms and conditions of the agreement.

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

The Company has allotted 30,000, Listed, Unsecured,
Rated, Redeemable, Taxable, Non-Convertible Bonds
in the nature of Debentures (NCDs) of face value of
' 1,00,000/- ((Rupees One Lakh only) each, aggregating
to ' 300 crore (Rupees Three Hundred Crore only) on
private placement basis for cash at par, in dematerialized
form (ISIN: INE027A08036), through BSE Electronic
Book Platform (EBP) on June 30, 2025.The NCDs are for
a tenure of Three years, carrying interest @ 7.49% p.a.
payable annually. NCDs are listed on National Stock

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

The Company has allotted 39,500, 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 ' 395 crore (Rupees Three Hundred Ninety Five Crore
only) on private placement basis for cash at par, in
dematerialized form (ISIN: INE027A08044), through BSE
Electronic Book Platform (EBP) on September 25, 2025.
The NCDs are for a tenure of Three years and ten months,
carrying interest @ 7.60% p.a. payable annually. NCDs
are listed on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE), on the Whole Sale Debt
Market (WDM) Segment. The Company has appointed
M/s SBICAP Trustee Company Limited as Debenture
Trustee for the said debt securities.

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

DETAILS OF DEBENTURES OUTSTANDING AS ON
31.03.2026

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

The 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 financial year under review, no complaint
pertaining to sexual harassment was received by the
Internal Committee and no complaint was pending for
disposal as on the end of the financial year.

DPE MOU COMPLIANCE DISCLOSURES

In compliance with the requirements stipulated under
Department of Public Enterprises (DPE) Circular No.
M-03/0006/2024-DPE(MoU) dated March 24, 2026,
the information relating to the key parameters of the
Company is furnished hereunder:

A. Information about MoU parameters:

a. Achievement against Physical Parameters (where
prescribed in the MoU):

b. Expenditure on R&D (including Innovation Initiatives):

The Company incurred expenditure towards
Research & Development (R&D) and innovation
initiatives aimed at operational efficiency, technology
upgradation and process improvement.

At Thal Unit, expenditure incurred under innovative
initiatives includes schemes like upgradation of
DCS systems, installation of super cup trays in Urea
reactor. At Trombay unit, expenditure incurred
under innovative schemes/initiatives for adoption
of schemes to improve reliability & safety, improve
energy performance, for schemes implemented in
New Sulphur Coated Urea plant etc.

c. Onboarding on TReDS Platforms:

The Company have undertaken onboarding on Trade
Receivables Discounting System (TReDS) platforms
to facilitate timely payments to MSMEs.

d. Timely Payments to MSE Vendors (directly or through
TReDS) :

The Company remains committed to timely payment
to Micro and Small Enterprises (MSEs) in accordance
with the provisions of the MSMED Act, 2006. Details
of procurement and payment performance during FY
2025-26 are as follows:

e. Procurement through GeM:

The Company continued procurement through the
Government e-Marketplace (GeM) platform in line
with Government procurement policies.

The Company has taken continuous measures to enhance
procurement through digital procurement platforms.

B. Information pertaining to compliance parameters:

Information about procurement from MSEs is
updated on monthly basis on the Sambandh Portal.
Details of procurement is as below:

d.    Shortfall in MSE Procurement Targets:

In the financial year 2025-26, procurement targets
w.r.t procurement from MSEs and from MSEs owned
by women entrepreneurs has been achieved.

However, the target w.r.t procurement from MSEs
owned by SC/ST entrepreneurs could not be achieved
due to their limited participation. After taking Board
approval, RCF submitted exemption request to
Department of Fertilizers seeking exemption from
compliance of procurements targets from SC/ST
MSEs and requested to recommend the same to the
Ministry of Micro, Small and Medium Enterprises for
consideration.

e.    Health and Safety Initiatives for Human Resources:

Under Health and Safety initiatives for Human
Resources, Department of Fertilizer has given the
target of conducting Internal audit (twice in a year)
and external audit (Once in a year) of ISO 45001
Occupational Health and Safety Management
system.

Accordingly, both units conducted two internal audits
and one External audit of ISO 45001 Occupational
Health and Safety Management system.

For RCF Trombay Unit, internal audits were
conducted from 25^th to 27^th June 2025 & from 25^th to
27^th Nov 2025. For RCF Thal Unit, internal audits were
conducted from 11^th to 14^th June 2025 & from 25^th to
28^th Nov 2025.

Further, for RCF Trombay Unit, external audit was
conducted from 23^rd to 26^th March 2026 and for Thal
Unit external audit was conducted from 14^th to 16^th
July 2025..

Monetization of Non-Core Assets

In accordance with Government guidelines, the Company
has prepared/implemented a monetization plan for
surplus non-core assets including land and buildings,
wherever applicable.

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. The 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, the Company has received
315 RTI applications out of which 315 have been replied.

ENERGY CONSERVATION, TECHNOLOGY ABSORP¬
TION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

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

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
read with Section 134(3)(a) of the Companies Act, 2013,
the Annual Return in Form MGT 7 as on March 31, 2026
is available on the Company's website onhttps://www.
rcfltd.com/investerrelations/annual-return.

INVESTOR EDUCATION & PROTECTION FUND
(IEPF)

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Business Responsibility Report initiatives taken from an
environmental, social and governance prospective in the
prescribed format is available as a separate section of the

Annual Report and forms an integral part of this report.
Business Responsibility Report is also available on the
Company's website www.rcfltd.com.

ACKNOWLEDGMENT

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

The Board also wishes to acknowledge with sincere
gratitude, the help and unstinted support from
the Government of Maharashtra and other State
Governments, MSEB, MIDC, various Media, Municipal
Authorities, Maharashtra Pollution Control Board, Factory
Inspectorate and IBR, Bankers to the 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 the Company at
all levels, without which the Company would not have
achieved such good performance.

Sd/-

[Shivakumar Subramaniam]
Chairman & Managing Director
(DIN:10784187)

Place: Mumbai
Date: August 31, 2026