the Board of Directors of your Company, I have the pleasure in presenting the 51^st Annual

Report on the business and operations of the Company together with the Audited Financial Statements
including Consolidated Audited Financial Statements of the Company for the Financial Year 2024-25 and
the Auditors’ Reports and Comments of Comptroller & Auditor General of India (C&AG).

During the year, company achieved the Profit Before Tax of ?104.08 crore as against Profit Before Tax of
?88.52 crore during CPLY. PBT has increased mainly due to increase in contribution from sale of Urea and
increase in contribution from Industrial products.

The Energy consumption per MT of Urea at NFL plants during 2024-25 was as follows:

* DoF vide its notification dated 15-04-2024 extended target energy norms for Vijaipur I during
2024-25 up to 31^st December 2024 with penalty of 35% of difference between Revised Energy
Norms (rEn) & Target Energy Norms (TEN). Actual Energy consumption at all units except
Vijaipur I remained lower than TEN. During the year ended, energy consumption at all units
remained higher except Nangal and Bathinda Unit as Compared to CPLY due to lower production
and lessor on stream days.

| Financial Highlights

Your Company’s key financial parameters during the year 2024-25 and important financial
highlights are as under:-

| RESERVES |

| Capital Reserves |

The balance as at 31.03.2025 amounted to ?2.51 crore, which is at the same level as was in the previous
year.

| General Reserves |

The balance as at 31.03.2025 amounted to ?331.84 crore, which is at the same level as was in the previous
year.

| Surplus |

The balance retained in the surplus as at 31.03.2025 is ?1939.04 crore as compared to ?1876.16 crore
during the previous year.

| Dividend |

The Board of Directors has recommended Final Dividend of ? 1.56 (15.60%) per equity share of ? 10 each
on the paid up equity share capital of the company for the Financial Year 2024-25 which shall be paid after
approval of the shareholders at the Annual General Meeting.

| Major events during the year |

| State of Affairs of the Company and Change in the nature of Business |

During the FY 2024-25, Company has achieved sale of fertilizers to the tune of 63.37 LMT comprising of
37.32 LMT of own Urea, 4.18 LMT of imported Urea and 11.99 LMT of RFCL Urea and 9.88 LMT of Non¬
Urea Fertilizers and against corresponding period last year 69.74 LMT that comprised of 36.66 LMT of own
Urea, 5.46 LMT of imported Urea and 11.09 LMT of rFcL Urea, 16.53 LMT of Non-Urea Fertilizers. Sales
contribution from other than own manufactured Urea of the company decreased to around 33% during the
year as compared to 42% of the CPLY.

Your Company has achieved the production & sale of certified seeds to the tune of 0.94 Lakh Quintals. The
sale of Bio-Fertilizers & City Compost of 554 MT & 26466 MT respectively achieved during the year.

Your Company has achieved the production of Urea of 37.14 LMT, sale of all fertilizers of 63.37 LMT. Your
company has achieved production & sale of Bentonite Sulphur to the tune of 18,051 MT & 18,752 MT
respectively. Your company has also sold 44,681 MT PDM (Potash Derived from Molasses) during the year.

Material changes and commitments |

No material changes and commitments have occurred between the date of the Balance Sheet and the date
of the Board's Report affecting the financial position of the Company.

Details of revision of Financial Statements or Board’s Report |

Company has not revised Financial Statements or Board's Report in respect of any of the three preceding
financial years.

General Information |

a) Brief history of the Company, overview of the industry and important
changes in the industry during the last financial year

NFL was incorporated on 23^rd August 1974 at New Delhi. It has an authorized share capital of ?1000 crore
and paid up and subscribed share capital of ?490.58 crore out of which Government of India's share is
74.71% and 25.29% share is held by financial institutions, public & others.

The Company has five gas based Urea plants viz. Nangal & Bathinda plants in Punjab, Panipat plant in
Haryana and two plants at Vijaipur in Madhya Pradesh with a total annual revamped capacity of 35.68 LMT
(Annual Re- assessed capacity - 32.31 lMt) of Urea. The company also has a Bio- Fertilizers Plant at
Vijaipur with annual capacity of 700 tones and a Bentonite Sulphur plant of 25000 MT per annum at Panipat
Unit. It also manufactures other allied Industrial products like Nitric Acid, Ammonium Nitrate, Sodium
Nitrate & Nitrite from its Nangal Unit and undertakes import & sale of other fertilizers like DAP, MoP, NPKS
along with domestic trading of various agro-inputs like certified seeds, agrochemicals, City Compost, SSP
etc. through its existing vast dealer's network under single window concept. The Company has also been
producing and selling its own certified Seeds under company's flagship Seed Multiplication Program
(SMP).

The Company has three Seed Processing Units (SPUs) at Bathinda, Panipat and Indore. The company
also revived 2^nd Stream of Nitric Acid plant at Nangal on October'2022. The Agrochemicals plant at
Bathinda, Sulphur Coated Urea (SCU) plant at Panipat Unit has been commissioned and SCU plant at
Nangal Unit and doubling capacity of Bio-Fertilizers plant at Vijaipur, which are expected to be
commissioned in the FY 2025-26.

Overview of the industry and important changes thereof during the last financial year forms part of
Management Discussion & Analysis Report.

| b) Brief description of business segments and geographic segments; |

| Business Segment |

In the light of present diversified business activities vis-a-vis IND AS 108 on Segment Reporting following
operating segments have been considered for Segment Reporting for the Annual Accounts for the FY
2024-25:

i) Manufactured Fertilizers (Urea, Bentonite Sulphur, Bio-Fertilizers).

ii) Manufactured Chemicals (Industrial products, Agro chemicals, etc.).

iii) Traded Imported Fertilizers (under NBS).

iv) Others (Domestic Traded Products, Agro-Inputs, Sale of Services, etc.).

| Geographic segments |

The operation of the company is conducted within India and there is no separate reportable geographic
segments.

| c) External environment and economic outlook; |

Details of external environment and economic outlook are given in Management Discussion & Analysis
Report.

| d) Induction of strategic and financial partners during the last financial year |

No new strategic and financial partners have been inducted during the last financial year.

| Capital Structure |

| Preference and Equity Shares |

Company has not issued any equity shares or preference shares during the year.

| Equity Shares with Differential Rights |

During the financial year, Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise.

| Employees Stock Option |

During the financial year, Company has not issued any employees stock option.

| Shares to Trustees for benefit of employees |

Company has not introduced any scheme(s) for purchase/subscription of the Company's shares to be held
by trustees for the benefit of employees.

| Other securities which carries right of conversion into equity shares |

During the financial year, Company has not issued any securities, which carries a right or option to convert
such securities into equity shares.

| Details of Deposits |

The Company has not accepted any deposits during the year.

| Credit Rating |

During FY 2024-25, the credit rating of the Company was maintained with two credit rating agencies as
under:

During the year, the Credit Rating of the Company had been reviewed by both the agencies as shown
above in the table.

| Buy-Back of Securities |

Company has not introduced Buy-Back of its securities during the year.

| Sweat Equity |

Company has not issued any Sweat equity shares in terms of Rule 8 of the Companies (Share Capital and
Debentures) Rules, 2014.

| Disinvestment of GOI Equity |

There was no disinvestment of Government of India Shareholding during the Financial Year 2024-25. However,
Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India
had appointed few years back Legal Advisors, Merchant Bankers and Selling Brokers for the disinvestment of
20% paid up equity capital in National Fertilizers Limited (NFL) out of Government of India's Shareholding
through the "Offer for sale by promoters through the Stock Exchanges".

| Statement of deviation(s) or variation(s) |

Company has not offered public issue, rights issue, preferential issue etc. during the year and there is no
requirement to submit statement of deviation(s) or variation(s).

| Foreign Exchange Earnings/Outgo |

The Foreign Exchange earned in terms of actual inflows during the year were '1.82 crore and the Foreign
Exchange outgo during the year in terms of actual outflow amounted to '2999.50 crore.

| Borrowings |

| Long Term Loans |

Long term net borrowings as on 31.03.2025 were Nil (previous year Nil).

| Short Term Loans |

Short Term borrowings of ?1995.77 crore (previous year ?4088.33 crore) were outstanding as on 31.03.2025.

| Debt Equity Ratio |

Debt equity ratio as on 31.03.2025 has decreased to 0.72:1 as compared to 1.51:1 of previous year due to
decrease in borrowings.

| Revenue |

The Company has achieved Revenue from Operations of ?19794.50 crore during 2024-25 as against
?23560.31 crore during previous year and total income of ?19889.52 crore during 2024-25 as against
?23670.62 crore during previous year as detailed below:

| Urea and other fertilizers |

Your Company has registered Urea production of 37.14 LMT with an overall capacity utilization of 114.95 %
during 2024-25 against 36.89 LMT achieved during 2023-24 (CPLY).

Company achieved Bentonite Sulphur production of 18051 MT against CPLY of 20237 MT decrease of
around 10.8 °%.

On the sales front, the Company has sale of Fertilizers of 63.37 LMT that includes sale of 37.32 LMT of own
Urea, 4.18 LMT of Imported Urea, 11.99 LMT of RFCL Urea, 9.88 of Non-Urea Fertilizers including 0.26
LMT (26466 MT) of Compost during 2024-25 as compared to 69.74 LMT during 2023-24 which includes
sale of 36.66 LMT of own Urea, 5.46 LMT of Imported Urea, 11.09 LMT of RFCL Urea, 16.53 LMT of Non¬
Urea Fertilizers including 0.19 LMT (19129 MT) of Compost.

Industrial Products |

The Company registered sale of Nitric Acid of 99745 MT during 2024-25 as compared to previous sale of
87249 mT during 2023-24. The Company also recorded sale of Ammonium Nitrate to the tune of 55502 MT
during 2024-25 as compared to sale of 40510 MT achieved during 2023-24.

In terms of revenue generation from production and sale of Industrial products, the Company achieved sale
of Industrial-Products (IP) comprising of Nitric Acid, Sodium Nitrate etc. to the tune of ?673.48 crore during
2024-25 against CPLY of ?470.87 crore during 2023-24.

| Bio-Fertilizers |

The Company sold 554 MT of Bio-Fertilizers (Solid & Liquid) to the tune of ?2.08 crore in FY 2024-25 as
against 568 MT of ?1.97 crore during CPLY.

| Import & sale of Fertilizers |

The Company sold 8.51 LMT of imported Non-Urea Fertilizers including DAP, MoP, APS, NPK etc. worth
? 4524.64 crore during 2024-25 against 15.82 LMT worth ?8089.55 crore during 2023-24.

Apart from the above, NFL also sold 4.18 LMT of Urea imported in Government Account in FY 2024-25
against 5.46 LMT during 2023-24.

| Domestic Trading of Agro Products |

The Company has registered total revenue of ?144.89 crore towards trading of various agro products such
as seeds, pesticides & compost and RFCL ammonia during the year against ?174.71 crore during CPLY.

Gross Sale Composition

Owing to progressive shift in strategy of the Company, the composition of gross sale of the Company has
undergone visible change. Against the Urea (main product) contribution of 94.49% in the overall revenue of
the Company during 2015-16, Urea (manufactured) contribution has reduced to 66.98 % while contribution
of other product has increased to 33.02 % during 2024-25. Percentage of total sale composition of other
products during the year has reduced to 33.02% as compared to 42.34% during 2023-24 mainly due to
lower import due to increase in global prices of imported fertilizer.

| Agriculture Extension Activities |

Agriculture is the main source of livelihood for the farmers, which include crops, animals and allied
activities. Agriculture Extension Activities are being undertaken by your Company by educating farmers on
efficient use of all agro-inputs along with total know-how on improved and scientific methods of cultivation.

Dealers/Retailers are important link between the Company and the farmers. They are key change agents in
motivating farmers to use fertilizers in a balanced manner. During the year 2024-25, 42 dealer's/retailer's
Orientation Programmes were conducted and more than 1700 dealers/retailers were facilitated by
upgrading their knowledge regarding fertilizers/agro products and improved crop practices so that latest
information can be disseminated at point of purchase to the farmers.

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farmers have also been educated on benefits of long term usage of Bio-fertilizers and City Compost
through these programmes.

Agriculture Universities, Research Stations, KVKs are the knowledge centres for latest farming techniques,
new and high yielding crop varieties, innovative technologies in agriculture and allied agriculture sectors
etc. During the year with the objective to promote balanced and sustainable use of fertilizers, soil analysis,
methodology of application of different fertilizer, new technologies etc., an opportunity was given to the
farmers to practically visit the above places by organizing farmers visit to nearby Agriculture
University/Research Station/KVKs. More than 150 farmers got benefitted through 5 such programmes
during the year 2024-25.

During the year 2024-25, total 108 demonstrations had been laid out at farmers' fields to demonstrate
benefits of use of Arka Microbial Consortium liquid Biofertilizer, City Compost, Potash derived from
Molasses (PDM), Fermented Organic Manure (FOM), Nano Urea and water soluble NPK
fertilizer/Micronutrients on crop growth and yield as compared to farmer's own practices. 128 Field days
were organized in the demonstration fields and more than 4500 farmers got benefitted from such
programmes.

Your Company is playing a vital role in supporting farmers by undertaking soil analysis for macro and micro
nutrients through its 6 Static and 5 Mobile Soil Testing Labs (MSTLs) in various States. Based on the
analysis, farmers are advised on soil fertility management through rational use of manure, fertilizers and
other inputs to make agriculture more productive and sustainable. During the year, around 20,000 soil
samples were collected & analysed for macro and micro nutrients and recommendations were given to the
farmers.

During the year 2024-25, your Company continued its endeavour to render soil testing services at all the
farmers' doorstep by organizing soil testing campaigns. During these campaigns, services of our Mobile
Soil Testing Vans and laboratory staff were suitably utilized for collecting soil samples by demonstrating the
correct method of sampling to the farmers and by offering on the spot soil analysis and advisory on the basis
of soil test results. 38 such campaigns were organized during the year 2024-25 and more than 8000
farmers benefitted.

Participation in agro exhibitions and university Kisan Melas are very effective ways to communicate directly
with the farmers and also to interact with scientists and experts from various agricultural fields. During the
year 2024-25, your Company participated in 41 Krishi Melas/Agriculture Exhibitions organized by leading
Agriculture Universities, Agriculture Departments etc. in the States of Punjab, Haryana, UP, Uttarakhand,
Bihar, MP, Chhattisgarh, Rajasthan, AP and Telangana which was attended by more than eighty thousand
farmers.

As per guidelines of Department of Fertilizers (DoF) dated 24.08.2022 and with the objective to provide all
the agricultural inputs and services to the farmers under one roof along with soil testing and advisory
services, more than 13000 Centre has been converted into PMKSKs so far by putting up a fascia,
installation of Smart TV and developing other facilities in the shops. Farmer education programmes are
regularly being organized in these PMKSKs.

| Projects |

The details of the projects including capital expenditure envisaged are given in the Management

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Management Discussion & Analysis Report

Management Discussion & Analysis Report covering business prospects including modernization,
diversification, investments, marketing plans, raw materials, human resource, internal management
controls including financial performance review, government policies and other factors having impact on
the performance of the Company operations and future outlook of the Company is appended as
Annexure-1 to this Report.

| Business Responsibility and Sustainability Report |

SEBI vide circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10.05.2021 had introduced the “Busi¬
ness responsibility and sustainability reporting by listed entities”, which introduces new reporting require¬
ments on Environment, Social and Governance parameters [ESG parameters] called the Business
Responsibility and Sustainability Report (BRSR). The reporting as required under Regulation 34 of SEBI
(LODR) Regulations, 2015 was amended for the listed entities and the same shall be mandatory for the top
1000 listed companies (by market capitalization) with effect from the financial year 2022-2023.

Your Company in adherence to the circular had prepared the Business Responsibility and Sustainability
Report for the financial year ended March 31, 2025 and the same is appended as Annexure-2 to this
Report. Business Responsibility and Sustainability Policy is available on the website of the Company at
www.nationalfertilizers.com.

| Stakeholders’ relationship |

Details of stakeholders' relationship are given in the Business Responsibility and Sustainability Report
annexed to this Report.

| Customers’ relationship |

Details of customers' relationship are given in the Business Responsibility and Sustainability Report
annexed to this Report.

| Corporate Governance |

The Company is committed to maintain the highest standards of Corporate Governance being the fountain
head of value creation for all stakeholders especially shareholders. The Company has in place a well-
defined “Corporate Governance Mechanism” which considers the interest of all stakeholders.

Pursuant to SEBI (LODR) Regulations, 2015 (as amended from time to time) and DPE Guidelines on
Corporate Governance, a report on Corporate Governance is appended as Annexure-3 which forms part
of this Report.

The Secretarial Auditor of the Company have examined and certified Company's compliance with respect
to conditions enumerated in SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate
Governance. Secretarial Auditor's Certificate on Corporate Governance and explanations of the
Management to Secretarial Auditors' observations during the year 2024-25 is appended as Annexure-4
which forms part of this Report.

| Visit of Parliamentary Committees during 2024-25 |

The following Parliamentary Committee interacted with the Company during the year 2024-25:

1. Study Visit of the Standing Committee on Chemicals and Fertilizers to Chennai, Hyderabad, Kochi,
Kumarakom and Kolkata from 16^th January to 20^th January, 2025.

2. Study Visit of the Committee on Public Undertakings (COPU) to Kumarakom, Kochi and Puducherry
from 17^th January to 22^nd January, 2025.

| Material Orders of Regulators |

Following regulatory orders issued for implementation may affect/ have affected the operations of the
plants:

| 1.0 Implementation of NUP-2015 Energy Norms |

The Department of Fertilizers (DoF) has granted stage-wise extensions in the NUP-2015 norms to ensure
the smooth attainment of Target Energy Norms (TEN) at each fertilizer unit across the industry. Initially, the
target norms were extended and revised for the fiscal years 2018 and 2019, with penalties of 2% and 5%
respectively. Following representations from units, the TEN were further revised up to Sep 2022 and Mar
2023, with penalties of 10% and 10% 2% respectively.

Energy-saving schemes at Bathinda, Panipat and Nangal units were implemented by Jan 2022, while for
Vijaipur-I & II, schemes were completed by Mar 2023. Despite the enforcement of target norms for all units
by the Department of Fertilizers (DoF), the Vijaipur I unit could not achieve the TEN of 5.5 Gcal/MT urea as
envisaged in the TEFR prepared by PDIL, and its energy is expected to remain higher than the norm
without significant investment.

Upon representations made to DoF and further escalation of the matter to the Department of Expenditure
(DoE) by DoF, DoE revised the TEN for Vijaipur I until 31.03.2024 with a 30% penalty, which was
subsequently extended until Dec 2024 with a penalty of 35% as per their letter dated 15.04.2024. It has
been emphasized in both communications that no further extensions shall be granted and DoF has been
advised to expedite the process of forming a committee under NITI Aayog for the revision of TEN under
NUP-2015.

In this regard, DoF has been requested through various letters to extend the relaxed energy norm target for
NFL Vijaipur I until March 31,2025. It has been additionally requested for reclassification of NFL Vijaipur I
under Group II of the New Urea Policy (NUP)-2015, similar to RCF-Thal, to ensure a level playing field.

| 2.0 Amendment in import policy of Urea |

Directorate General of Foreign Trade, Department of Commerce, Ministry of Commerce & Industry,
Government of India issued a notification on 18^th March, 2024 regarding amendment in import policy
condition of Urea [Exim Code 31021010] in the ITC (HS) 2022, Schedule - I (Import Policy) with immediate
effect.

According to the revised policy, import of urea was allowed through RCF and NFL subject to Para 2.21 of
Foreign Trade Policy, 2023. In addition, import of urea was also allowed through IPL for a period upto 31^st
March, 2025.

| 3.0 NBS rates for P & K fertilizers for Kharif-2024 |

DoF issued a notification on 1^st March, 2024 and revised the subsidy rates for P&K fertilizers under NBS
policy for Kharif 2024 (from 1^st April, 2024 upto 30^th September, 2024). The per kg NBS rates of P&K
increased from ' 20.82 during Rabi 2023-24 (from 1^st October, 2023 to 31^st March, 2024) to ' 28.72 for
Kharif 2024. However, per kg NBS rates of N, K and S remained unchanged at ' 47.02, ' 2.38 and '1.89
respectively.

Further, Government approved One-time special package on DAP beyond the NBS rates on actual PoS
(Point of Sale) sale of DAP for the period from 1^st April 2024 till 31^st December 2024 @ ? 3500 per MT to the

P&K fertilizer companies to ensure sustainable availability of DAP at affordable prices to the farmers. The
One-time special package on DAP includes only the actual expenses incurred by the companies to ensure
the availability of DAP for the farmers subject to maximum of ? 3,500 per MT only.

Accordingly, NBS rates per MT of DAP & SSP increased from ? 18,041 (excluding ? 4500 PMT special
package) and ? 3540 per MT during Rabi 2023-24 to ? 21,676 (excluding ? 3500 PMT special package) and
? 4,804 per MT, respectively, for Kharif 2024. NBS rates for NP/NPK grades of fertilizers ranged between
? 6,849 per MT and ? 21,208 per MT for Kharif 2024.

Subsidy on Potash Derived from Molasses remained unchanged at ? 345 per MT for Kharif 2024. The per
tonne additional subsidy for fortified fertilizers with boron and zinc continued and remained unchanged at
? 300 and ? 500, respectively.

| 4.0 NBS rates for P & K fertilizers for Rabi-2024-25 |

As per OM dated 20^th September, 2024, DoF revised the subsidy rates for P&K fertilizers under NBS policy
for Rabi 2024-25 effective from 1^st October, 2024 upto 31^st March, 2025. The per kg NBS rates for P
increased from Rs. 28.72 during Kharif 2024 to Rs. 30.80 for Rabi 2024-25. The per kg NBS rates of N and
S decreased from Rs. 47.02 and Rs. 1.89 during Kharif 2024 to Rs. 43.02 and Rs. 1.76 respectively for Rabi
2024-25. However, per kg NBS rates of K remained unchanged at Rs. 2.38.

Accordingly, NBS rates per MT of DAP and SSP increased from Rs. 21,676 (excluding Rs. 3500 PMT
special package) and Rs. 4,804 per MT during Kharif 2024 to Rs. 21,911 (excluding Rs. 3500 PMT special
package) and Rs. 5,121 per MT, respectively, for Rabi 2024-25. NBS rates for NP/NPK grades of fertilizers
ranged between Rs. 6,947 per MT and Rs. 20,748 per MT for Rabi 2024-25. Subsidy on Potash Derived
from Molasses remained unchanged at Rs. 345 per MT for Rabi 2024-25. The per tonne additional subsidy
for fortified fertilizers with boron and zinc continued and remained unchanged at Rs. 300 and Rs. 500
respectively.

Summary of Changes in NBS Rates during FY 2024-25 and its impact on revision of subsidy:

15.0 Guidelines on advantage/disadvantage due to upward/downward trend in the
prices of P&K fertilizers to the importers

DoF vide their letter No. 23011/127/2024-P&K dated 01.10.2024, provided guidelines on
advantage/disadvantage due to upward/downward trend in the prices of P&K fertilizers to the importers,
wherein it has been informed that in order to ensure availability of P&K fertilizers in the upcoming Rabi
season (2024-25), it has been decided with the approval of the Cabinet that advantage/disadvantage due
to upward/downward trend in the prices of P&K fertilizers including custom duty would be passed on to the
importers beyond the NBS rate effective for the shipments which arrive w.e.f. 01.09.2024 (to ensure pre¬
positioning) to 31.03.2025 and as per final invoices and bill of entry duly certified by statutory auditor of the
company and duly examined in DoF. The CFR-price of P&K fertilizer including customs duty beyond,
(above/below) the benchmark rate only will be considered under the provision. The Benchmark rate for
DAP is the rate considered for NBS subsidy for Rabi 2024-25 (01.10.2024 to 31.03.2025) (DAP
-Benchmark rate 559.71 USD/MT and Exchange rate Rs. 83.23/ USD).

16.0 Extension of One-time Special Package on DAP beyond the NBS subsidy
for the period from 01.01.2025 till further orders

The Union Cabinet, approved the proposal of the Department of Fertilizers for extension of One-time
Special Package on Di-Ammonium Phosphate (DAP) beyond the NBS subsidy @ Rs 3,500 per MT for the
period from 01.01.2025 till further orders to ensure sustainable availability of dAp at affordable prices to the
farmers.

17.0 Letter to DoF for additional compensation towards Loss @ Rs. 1286 PMT
being incurred on account of GST while importing DAP

Vide NFL letter dated 14.02.2025, DoF was informed that for DAP, MRP of Rs. 27000/- PMT was
considered instead of Rs. 25714 [Rs.27000 - Rs.1286 (GST)] while fixing NBS and hence this negative
contribution resulted in losses to the company. Accordingly, DoF was requested to reimburse additional
compensation of Rs. 1286/- PMT towards GST liability.

| 8.0 Plastic Waste Management Rules 2016 |

The Ministry of Environment Forests and Climate Change (MoEF & CC), Government of India, vide
Gazette Notification dated 18 March, 2016 has specified rules for Plastic Waste Management. The Rules
fix the responsibility of local bodies, Gram Panchayat and Waste generators, as well as producers,
importers and brand owners for collection and management of plastic waste. However, subsequent
amendments have also come in 2018 and later on Plastic Waste Management Rules were amended as
Plastic Waste management Rules, 2022.

Fertilizer industry falls under the category of brand owners as the fertilizer products are sold in plastic bags
that are multi-layered and composed of HDPE/HDPE lined with polypropylene. All the Brand Owners who
introduce the products in the market have to establish a system or plan for collecting back the plastic waste
generated due to their products. As per rules, NFL has to register with Central Pollution Control Board
(CPCB) and submit along with action plan to comply with Extended Producer Responsibility (EPR)
obligation as mentioned in the rule.

Accordingly, NFL applied for the registration and got registration as a Brand Owner under PWM Rules on
21.06.2022 with 01 year validity. The same is being renewed every year.

For the FY 2024-25, renewal of registration has been done and target of 16322 MT of collection and
recycling plastic waste of Cat-I & II (combined) by CPCB has been completed by NFL by lining up
parties/agencies.

| The Right to Information |

In line with the provisions of Right to Information Act, 2005, an appropriate mechanism promoting
transparency and accountability is functional across the Company. The Public Information Officers and
Appellate Authorities are effectively responding to the requests and appeals of the applicants. The names
of all PIOs / First Appellate Authorities / Transparency Officer are displayed on the Company’s website.
During the year, 601 RTI applications were received and were dealt with as per provisions under RTI Act, 2005.

| Vigil Mechanism |

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for
employees and others to report genuine concerns has been established.

Whistle Blower Policy

Company believes in transparency and propriety in all its business dealings. To take this object further
Company has put in place a Whistle Blower Policy providing for a mechanism to the employees and other
stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of whistle
blowers. The policy is reviewed periodically. No employee or other stakeholders were denied access to the
Audit Committee. Whistle Blower Policy is available on the website of the Company at
www.nationalfertilizers.com.

| Integrity Pact |

With the commitment to maintain the highest standard of transparency and governance, your Company
has entered into an integrity Pact with Transparency International and has also appointed Independent
External Monitors (lEMs), as nominated by CVC. Structured Meetings are held with IEMs on regular
intervals and threshold value is Rs. 1 crore for signing of Integrity Pact for purchase/works contracts.

| Vigilance |

Vigilance Division of the Company is headed by CVO. The CVO is assisted by a team of officers drawn from
various functional departments. Vigilance set up is operational in Corporate Office, all Manufacturing Units
as well as Zonal Marketing Offices.

Promotion of good governance remains the core area of vigilance. Awareness is an important cornerstone
for good governance. An enlightened employee not only contributes in achieving the organizational goals
but is also instrumental in system improvement.

As an effort towards promoting Preventive Vigilance, Workshops / Training Programs were conducted
during the year in all Offices & Production units. These training programmes focused on various issues
related to manuals and procedures. In line with the guidelines of CVC & DoF with respect to Preventive
Vigilance Module, two days training programmes were conducted for in service officials working on
sensitive posts and also new appointees were sensitized on this. In addition various outreach activities are
being done with different stakeholders like dealer through Dealer meets and Farmers through Kisan Mela.

Special Seminars on vulnerable area are being organized in all manufacturing Units and Zonal Offices
involving officials at all levels on the areas of Capacity Building, Systemic Improvement, Dynamic Digital
Presence, Updation of Manuals/Circulars/Guidelines and Speedy Disposal of Complaints. Further,
Capacity building was done on the following key Preventive Vigilance areas apart from focus on PIDPI
provisions:

(i) Ethics and Governance

(ii) Conduct Rules

(iii) Systems and Procedures of the organization

(iv) Cyber Hygiene and Security and

(v) Procurement

Regular preventive vigilance activities such as Scrutinies, Surprise checks, Vigilance clearance for
administrative decisions, enforcement of Transfer Policy and Rotation of Officers on Sensitive Posts were
also carried out in close coordination with the Management. At the same time, investigation of complaints
received from various sources and follow up of pending departmental action on previous investigated
cases were also done with due diligence.

Periodic Vigilance Reports preparation of Agreed List of Officers, List of Officers of Doubtful Integrity, and
observance of Vigilance Awareness Week in Units, Zonal Offices and Corporate Office were the major
activities conducted during the year.

The working of vigilance wing of NFL is based on a proactive, participative and focused approach. The roles
and responsibilities of vigilance officers are regularly monitored and reviewed to bring the focus on
systemic improvements.

^MoU I

The Department of Public Enterprises, Government of India, in order to improve accountability and giving
higher autonomy to Public Sector Enterprises, introduced the Concept of MoU during early nineties. NFL
signed its first MoU with the Department of Fertilizers (DoF) for the year 1991-92.

Based on financial performance and achievement of other parameters laid down, your Company has been
rated “Good” as per the Memorandum of Understanding (MoU), signed with the Government of India for the
financial year 2023-24. From the year 2021-22 and onwards, DPE has started data entry module of digital
MoU Dashboard for CPSEs for entering data. Accordingly, MoU for the year 2024-25 was generated
through online MoU portal after entering requisite information. The Ministry and the CPSEs were requested
to sign this system generated MoU. Further, Company shall submit actual achievement against all the
parameters for 2024-25 in the online MoU portal for evaluation.

| Awards & Accolades received during 2024-25 |

• Dr. U Saravanan, C&MD has been conferred with a honoris causa degree of Doctor of Philosophy in
Financial Distress, Turnaround & Social Engagements by the Maryland State University, USA.

• NFL Panipat Unit conferred with Apex India Green leaf award 2023 (Platinum award) for energy
efficiency from Apex India Foundation.

• Panipat Unit Winner of 16^th Exceed Gold Award in Environment.

• Platinum award in Occupational Health by Greentech Global Environment, Health and Safety to Sh.
Vijay Bangar, ED at Bangkok, Thailand on 27^th June 2024.

• Platinum Award in Safety Presented by FAME to Sh. Rakesh Kumar Gandotara, GM (O&M) at
Dehradun on 12^th June 2024.

• For social contribution, NFL has been awarded “Responsible Business in Fertilizer Sector” during the
Sustainable Business Awards ceremony held in Mumbai on 11^th July. This award was conferred to
NFL for its efforts and contribution towards Women Empowerment and Employment Generation
initiative through distribution of 70 Drone Didi under CSR to Punjab and Madhya Pradesh. The award
was presented by Indira J. Parikh, former Professor of IIM.

• NFL has been conferred with “Official Language” Award for promoting the use of Hindi at the
workplace during the Hindi Conference organized in New Delhi.

• Nangal Unit has won GOLD AWARD for 16^th Exceed Energy Efficiency Award under CATEGORY:
ENERGY EFFICIENCY/ CONSERVATION was conferred on 2^nd August, 2024 at Hyderabad.

• Panipat Unit has won “EXCEEDS award for Environment Conservation” in the month of August 2024.

• Bathinda Unit received “16^th EXCEED Green Future Platinum Award-2024” in Energy
Efficiency/Conservation category from Sustainable Development Foundation.

• NFL Corporate Office Noida has won the following awards:

? Public Sector “Excellence Award” during Dun & Bradstreet PSU & Govt. Summit 2024 held in New
Delhi.

? NFL wins four Awards during Sustainable Agriculture Summit & Awards 2024 held on 7^th August
2024 in New Delhi.

? Smart Drone Adoption Award for its exceptional contributions during Viksit Bharat Sankalp Yatra
by way of sharing knowledge with farmers about the use of Agriculture Drones.

? CSR for sustainability Award for providing drones to Drone Didis in India under the Namo Drone
Didi (NDD) Scheme.

? Soil Care Achievement Award for NFL's Soil Testing Services and

? Big Boost Solutions Award.

• Corporate office, Noida received 14^th PRCI Collateral awards 2024 in Mangalore as mentioned below:

? Gold Prize for Rural development Communication (Drone Didi Campaign).

? Silver Prize for Government Communication Films (Film on FOM).

? Consolation Prize for House Journal in English (Vani).

? NFL Corporate Office, Noida wins award for Excellence in Learning and Development during 11^th
Governance Now PSU awards function at New Delhi. Dr. U Saravanan, C&MD NFL received the
award from Dr. Satya Pal Singh former Union Minister (HRD) and Ex Commissioner of Police,
Mumbai.

• Nangal Unit received “Mukutmani” Shield for its contribution and highest performance in the
publicity of Hindi as Rajbhasha.

• Nangal unit received prestigious Apex India Occupational Health & Safety Awards 2024 (Platinum
Award in the Fertilizer Sector).

• Bathinda Unit received award for Rajbhasha Samman Shield presented by Rajbhasha Evam
Prabandhan Vikas Sansthan.

• Vijaipur Unit received Platinum Award in training Excellence 2024 by Apex India at Goa.

• Vijaipur Unit received an award in Occupational Health & Safety by Apex India at Goa.

• Rajbhasha Samman Shield and Certificate to Rajbhasha Department by Institute of Official
Language and Management at Kanyakumari. Bhopal Vigyan Mela was held from 27^th to 30^th
December, 2024 at Bhopal by Vigyan Bharti Madhya Pradesh & Madhya Pradesh Vigyan evam
Prodhyogiki award and certificate for 4^th position was given to Vijaipur Unit.

• Vijaipur Unit also secured 1^st position and Certificate by Narakas Guna for excellence in Hindi on 18^th
December, 2024.

• Bathinda Unit was awarded with 22^nd Green Tech Global Winner Award in Work Place Safety
Excellence - 2024.

• Vijaipur Unit was awarded with GREEN ENVIRO foundation Safety Excellence Platinum award -

• Vijaipur Unit was also awarded with HSE Platinum 7 star award in the field of Health Safety and
Environment by MP safety council.

• Vijaipur Unit was also awarded with Greentech Corporate Communication and Public Relations
award for Innovation in public relations campaign category.

• Vijaipur Unit also won FAME NATIONAL AWARD 2024 in the field of Environment Management,
Environment Protection and Waste Management.

• NFL Vijaipur Unit received Certificate of appreciation from NSCI, Mumbai by Safety Department.

| Initiatives under Corporate Social Responsibility |

Company is constantly working towards inclusive growth in the society and is implementing various
developmental activities under its Corporate Social Responsibility (CSR).

The company allocated a CSR budget of Rs. 567.06 Lakhs in the FY 2024-25 and incurred an expenditure
of Rs. 680.55 Lakh during the year. This included expenditure on ongoing schemes approved in previous
year but carried forward in the year 2024-25.

In the year 2024-25, the focus of CSR activities of the Company was on the theme given by Department of
Public Enterprises (DPE) i.e. Health & Nutrition. To promote health and menstrual hygiene management
among women and adolescent girls from weaker sections of society, the Company undertook a CSR
project in Aspirational Districts Chitrakoot & Fatehpur (U.P.). The initiative included educational campaigns
focusing on breast health, menstrual hygiene, aging and menopause wellness, nutritional awareness, and
breast cancer screening camps for marginalized communities.

Additionally, the Company supported skill enhancement in the healthcare sector by training 200 freshly
graduated female nurses through the ‘Finishing Skills in Nursing Excellence’ (FINE) program, aimed at
equipping them with advanced clinical competencies.

To strengthen medical infrastructure, the Company provided an Apheresis Blood Cell Separator Machine to
Civil Hospital, Bathinda and an Automatic Analyzer for Tumor Markers to the Advanced Cancer Institute,
Bathinda (Punjab), contributing to improved diagnostic and treatment capabilities.

As part of its preventive healthcare initiatives, the Company launched a Mobile Digital Health Clinic to
conduct essential metabolic screenings across slums and rural areas in Delhi-NCR. The project benefitted
approximately 5,000 individuals across more than 40 locations. In an effort to promote physical well-being,
the Company established Community Fitness Centres i.e. Open Gyms in District Bidar, Karnataka,
encouraging fitness and healthier lifestyles.

To support the inclusion of Divyangjans, the Company distributed assistive devices and artificial limbs
including wheelchairs, motorized tricycles, hearing aids, and crutches to persons with disabilities in the
Aspirational District of Guna, Madhya Pradesh.

In the area of education, all the Units of the Company have supported Government Schools in their vicinity
through provision of school desk & benches, IT enabled smart boards, swings, fans, RO facilities etc.,
helping in creating learning environment for students.

The Company also installed 200 nos. LED Solar Street Lights in villages near Nangal Unit for providing
proper lighting in the area for the local residents. Solar street lights are environment friendly as they use
renewable form of energy and require less maintenance.

To promote skill development and livelihood opportunities, the Company provided vocational training in the
Production Supervisor - Sewing course at ATDc Noida to 30 underserved youths. Additionally, skill training
in fashion designing and stitching was imparted to 50 women from economically weaker sections in Delhi,
empowering them with sustainable employment opportunities.

A detailed report on the Corporate Social Responsibility is appended as Annexure-5 forms part of this
Report.

| RESEARCH & DEVELOPMENT |

| Calcium Nitrate |

NFL Nangal Unit has prepared Calcium Nitrate with Magnesium (Suspension) under R&D activities as per
FCO. The improvement in the stability of the synthesized product is being explored.

| Urea Gold (Sulphur Coated Urea) |

Under R&D, a pilot plant of 5000 MTPA of Urea Gold (known as Sulphur Coated Urea) was setup at Panipat
Unit. Same has been commissioned and PGTR of the plant has been completed on 30.04.2025. During the
Financial Year 2024-25, a total of 24 MT of Urea Gold was produced and 10 MT of Urea Gold has been
dispatched.

After successful trial production of Urea Gold at Panipat Unit, NFL is in process to set up a Pilot Plant for
Urea Gold with the capacity of 5000 MTPA at NFL Nangal Unit.

Ý Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo

Disclosure in terms of the Companies (Account) Rules, 2014 in respect of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo is appended as Annexure-6 forms part
of this Report.

| Safety, Environment and Sustainable Development |

Company has undertaken various initiatives for adopting best practices for health, safety environment
management and sustainable developments and the details of the same is appended as Annexure-7
forms part of this Report.

Ý Particulars of Loans, Guarantees, Security and Acquisition under Section
186 of the Companies Act, 2013

Particulars of loans given, guarantees provided, investments in securities and acquisitions made by the
Company during the year under review are given in Form MBP-2 and the same is appended as
Annexure-8 forms part of this Report.

| Joint venture /Associates Companies |

Details of Joint Venture/Associates Companies pursuant to Section 129(3) of the Companies Act, 2013 the
statement containing the salient features of the Financial Statement of the Associate Company/Joint
Venture Company is, included in the Consolidated Financial Statements is appended as Annexure-9
forms part of this Report.

I Companies which have become or ceased to be subsidiaries, associates and
joint ventures

During the year 2024-25, Company has not acquired or formed any new subsidiary, associate or joint
venture. Similarly, no subsidiary, associate or joint ventures have been ceased by way of sale of shares,
amalgamation, winding up etc.

Further, Company has entered into a Joint Venture Agreement among Government of Assam (GoA), Oil
India Limited (OIL), Hindustan Urvarak & Rasayan Limited (HURL) and Brahmaputra Valley Fertilizer
Corporation Limited (BVFCL) on 04.07.2025. Joint Venture Company has been incorporated on
25.07.2025 in the name of “Assam Valley Fertilizer And Chemical Company Limited” (AVFCCL). AVFCCL is
a 40:18:18:13:11 Joint Venture Company among GoA, NFL, OIL, HURL and BVFCL.

| Related Party Disclosures |

The particulars of contracts/arrangement entered into by the Company with related parties referred to in
Section 188(1) of the Companies Act, 2013 including arm's length transactions under third proviso thereto
are disclosed in Form AOC-2 and the same is appended as Annexure-10 forms part of this Report. Related
Party Transaction Policy of the Company is available at www.nationalfertilizers.com.

| Capital Expenditure (CAPEX) |

The achievement in CAPEX is ?232 crore excluding capital work in progress (CWIP) in the year 2024-25.

| Risk Management |

The chemical fertilizer industry is operated in a hazardous environment and faces many risks including
those related to health, safety and environment in addition to general business & financial risks. In order to
mitigate them, the company has a comprehensive Risk Management Policy which is regularly reviewed
and a periodical review of the risks, procedures and strategies is undertaken.

To review the new risks evolved during the quarter along with mitigation action undertaken as well as
anticipated risks along with mitigation actions planned in future, the company has a two tier system where
quarterly risks report is first reviewed by the Risk Assessment Committee (RAC) and thereafter final report
is submitted to Risk Management Committee (RMC) for its recommendations before submission to Audit
Committee and the Board of Directors. Efforts are made in a planned way to obviate the risks either fully or
to minimize their impact.

Under Risk Management policy, all the risks along with mitigation actions undertaken have been reviewed
by Risk Assessment and Risk Management Committees. Some of the major risk having severe financial
impact as identified by the company include Implementation of Target Energy Norms under NUP-2015
which resulted reduction in profit margin mainly at Vijaipur-I unit.

| Internal Financial Controls |

Details in respect of adequacy of internal financial controls with reference to financial statements are given
in Management Discussion & Analysis Report.

| Internal Financial Reporting and Control |

The Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at
31.03.2025.

Particulars of Employees |

As per provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appoinment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required
to disclose the ratio of the remuneration of each Director to the median employee's remuneration and other
prescribed details in the Board's Report.

As per notification dated 05.06.2015 issued by Ministry of Corporate Affairs, these provisions are not
applicale to the Government Company. Accordingly, these particulars are not included in the Board's
Report.

Public Procurement Policy of Micro and Small Enterprises (MSEs) Order, 2012 |

Public Procurement Policy for Micro and Small Enterprises (MSEs) was notified by the Government under
the Micro, Small and Medium Enterprises Development Act, 2006 which stipulated that 20% of total annual
procurement of goods and services shall be made by all Central Ministries /Departments /CPSUs from
Micro & Small Enterprises (MSEs). Within this percentage, a sub total of 4% procurement is to be made
from MSEs owned by SC/ST entrepreneurs. This Policy has become mandatory w.e.f. 01.04.2015. The
requisite information for the year 2024-25 is appended as Annexure-11 forms part of this Report.

Procurement through GeM Portal |

During the year, total procurement through GeM portal was ' 995.57 Crore.

Human Resource Management |

The Company has a manpower strength of 2511 regular employees as on 31.03.2025, which comprises
1277 Executives and 1234 Non- Executives. 184 women employees are on its roll, which is 7.33% of the
total work force. The detailed analysis with regard to human resource including training and executive
development programme have been made in the Management Discussion and Analysis Report.

• Employee Strength: The Company had 2511 employees as at the end of FY 2024-2025 of which
1080 were SC/ST/OBC employees and 45 divyangjans.

• Employee Benefits: The vision of the Company for its human resources is to create an enabling
environment to enhance the efficiency of the organization. The aim is to encourage the employees to
perform their best ability by a system of proper placements and incentives, while creating an
atmosphere of trust and a feeling that the organization cares about the wellbeing and personal
aspirations of the staff. This helps align personal aspirations with professional goals and enhances
efficiency. The Company runs multiple benefit schemes for its employees like Provident Fund,
gratuity, pension, medical benefits, contributory pension scheme, concessional interest rates on
loans, scholarships to employees' children, executive health check-up etc. The Company also shares
part of its profit with employees under its Performance Related Pay scheme in compliance with DPE
Guidelines.

• Human Rights: Recruitment policy of the Company does not permit any engagement of child labour,
forced labour or involuntary labour. An independent Internal Complaint Committee has been
constituted at Corporate Office and each Unit to promptly and appropriately handle complaints of
sexual harassment at work places. The Company refrains from any discrimination on the basis of
caste, creed, gender or religion and strives to ensure a healthy work-life balance for its employees.

• Employee Well Being: NFL believes that workforce is the greatest asset that propels the growth
engine. Employees are considered as “Change Catalysts” and the Company nurtures and channelize
the expertise and talent of employees for growth performance, feedback, motivation and training. The
achievements and efforts are appreciated, acknowledged & rewarded.

• On the health front also, Company looks after each & every employee along with his/her dependents
for protection from unhygienic conditions and treatment of various illnesses.

I Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

An independent Internal Complaint Committee has been constituted at Corporate Office and each Unit to
promptly and appropriately handle complaints of sexual harassment at work places. During 2024-2025,
disclosure in relation of the Sexual Harassment of Women at workplace is as under:

No. of Complaints filed during the FY-03 (Three)

No. of complaints disposed of during the FY-01 (One)

No. of complaints pending for more than 90 days during the FY- 00 (Zero)

No. of complaints pending as at the end of FY-02 (Two)

| Compliance of the provisions relating to the Maternity Benefit Act, 1961 |

The Company is fully committed to upholding the rights and welfare of its employees in accordance with the
applicable laws. In line with this commitment, the Company ensures compliance with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of
female employees.

| Details of proceedings pending under the Insolvency and Bankruptcy Code, 2016 |

During the year under review, no application was made and no proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 during the financial year 2024-25.

| One-time Settlement and Valuation |

During the financial year 2024-25, no event has taken place that gives rise to reporting of details with
respect to 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.

| Implementation of Official Language Policy |

The Company is continuously making all efforts to promote and implement the Official Language Policy of
the Union of India. The Quarterly meetings of the Official Language Implementation Committee (OLIC) are
regularly held at the Corporate Office and Unit/Zonal Offices, in which the progress of Official Language
Hindi is reviewed. A total of 36 meetings were held during the year.

To promote the use of Official Language Hindi, 38 Hindi workshops were organized during the year, in
which 754 employees participated. Hindi Pakhwada was organized in all the units/offices of the Company
to commemorate Hindi Diwas. During the year, a total of 48 programs/competitions were organized to
promote Official Language (Hindi), in which a total of 1144 employees participated and 248
winners/participants were honored. Apart from this, 64 employees were rewarded for doing their work in
Hindi language under the Cash Award Scheme.

In compliance with the responsibility of chairing and conducting the 'Town Official Language
Implementation Committee (Undertaking) Noida', NFL, Corporate Office, Noida successfully organized the
10^th half-yearly meeting through video conferencing on 27.06.2024, under which the nominated office
heads (22) and Official Language Officers (46) were present.

Representatives from all the units / offices of NFL participated in the 'Official Language Conference'
organized by the Department of Official Language, Government of India on 14^th and 15^th September, 2024
at Bharat Mandapam, New Delhi.

In relation to the progress of Official Language Hindi in NFL during the year 2024-2025, the First Sub¬
Committee of the Parliamentary Official Language Committee conducted a successful official language
inspection/visit programme at NFL Area Office - Bareilly on 20.11.2024, State Office - Jaipur, Rajasthan on
25.02.2025 and Panipat Unit on 05.03.2025 respectively.

NFL Nangal Unit was awarded the first prize and Rajbhasha Shield by Town Official Language
Implementation Committee (TOLIC)-Rupnagar on 08.05.2024 for excellent work in Hindi under the
category of Government Office for the year 2022-23 and NFL Panipat Unit was awarded the third prize and
Rajbhasha Shield by TOLIC-Panipat on 31^st July, 2024 for excellent work in the field of Hindi during January
to June, 2024 and NFL Vijaypur Unit was awarded the first prize and Rajbhasha Shield by TOLIC- Guna on
18.12.2024 for excellent work in the field of Official Language Hindi during the year 2023-24.

Initiatives taken for development of employees belonging to Scheduled Caste /
Scheduled Tribes /Other Backward Classes (SC/ST/OBC categories)

Company is committed to the development of employees belonging to reserved categories. An
Implementation Cell is functional in all Units/Offices of the Company to oversee the implementation of
Presidential Directives on Reservation Policy for SCs/STs. Liaison Officer has been appointed in each Unit
/Office and Chief Liaison Officer at CO, NOIDA to ensure due compliance of orders and instructions
pertaining to reservation for SCs and STs and other concessions admissible to them. Meetings were
periodically held at Unit level as well as at corporate level with the SC /ST Employees Welfare Associations
by the Management for redressal of grievances of SC/ST employees. A statement showing representation
of employees belonging to Scheduled Caste/Scheduled Tribes / Other Backward Classes/Persons with
disabilities is appended as Annexure-12 forms part of this Report.

| Presidential Directives |

Schedule of Compliances with Presidential Directives issued during financial year 2024-25 and during last
three year preceding the financial year 2024-25 is as below:

Information Technology & Details of Cyber Security incidents and its preventives

The Information Technology department serves as the backbone of NFL's digital transformation journey,
enabling organization to achieve operational excellence, boost productivity, and meet the evolving needs
of the industry.

During the 2024-25 fiscal year, NFL has not observed any Cyber Security Incident. Moreover, NFL led a
series of digital transformation initiatives focused on streamlining operations and adopting emerging
technologies to maintain a competitive edge in an evolving business environment. Key highlights include:

• Modernization through ERP Implementation: As part of its modernization drive, NFL successfully
phased out several legacy systems, including the Dispatch Management System, Marketing

Management & Information System, and the Employee Self-Service Portal. These were replaced
with a comprehensive Enterprise Resource Planning (ERP) system—an integrated business solution
designed to deliver real-time data insights, enhance productivity, and streamline operations. This
strategic move positions NFL for long-term growth and improved competitiveness in a rapidly
changing market.

• Strengthened Cybersecurity and Connectivity: Ensuring secure and uninterrupted access to critical
business applications remains a top priority. To that end, NFL deployed a Software-Defined Wide
Area Network (SD-WAN) solution, facilitating seamless and secure connectivity across all
operational sites. Business applications are further protected by hosting them through redundant
internet links, significantly reducing downtime risks. In addition, Honey Pot sensors have been
strategically implemented to detect and defend against potential cyber threats, reinforcing NFL's
cybersecurity framework.

Looking ahead, NFL remains committed to harnessing emerging technologies, upgrading its digital
infrastructure, and refining operational processes. This proactive approach ensures the organization stays
agile, innovative, and resilient in an ever-evolving business environment.

| Material impact of CoVID-19 pandemic on operations and performance of the Company |

During the FY 2024-25, there was no material impact of CoVID-19 pandemic on the operations and
performance of the Company.

| AUDITORS |

| Statutory Auditors |

The Statutory Audit of your Company was conducted by Chartered Accountants firms M/s. Dhawan & Co.,
Chartered Accountants and M/s. R S P H & Associates, Chartered Accountants, Joint Auditors appointed by
Comptroller & Auditor General of India (C&AG). Auditor's Report on the Financial Statements including
consolidated Financial Statements of the Company for the financial year 2024-25 is attached.

Proposal authorizing Board of Directors to decide & fix remuneration of Statutory Auditors appointed/ to be
appointed by the Comptroller and Auditor General of India for the F.Y. 2025-26 is placed for your approval.

| Explanation in response to Auditor’s Qualification |

Statutory Auditors of the Company have issued an Audit Report with Unmodified opinion on Audited
Financial Results of the Company (Standalone & Consolidated) for the financial year ended 31.03.2025.

| Comments of C&AG |

The Financial Statement (Standalone and consolidated) of the Company are subject to comments of C&AG
of India under Section 143(6)(b) read with Section 129(4) of the Companies Act, 2013 which shall be sent to
shareholders separately.

| Cost Auditors |

As prescribed under Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit)
Rules, 2014, the cost accounting records are being maintained by all the Units of the Company. Cost Audit
for 2024-25 was carried out by Cost Auditors M/s K.G. Goyal & Associates, M/s Ravi Sahni & Co., M/s
Vijender Sharma & Co. and M/s R.K. Patel & Co., as prescribed under the Companies Act, 2013 and Rules
framed thereunder. M/s R.K. Patel & Co. acted as the Lead Cost Auditor. Consolidated Cost Audit Report for

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| Internal Auditors |

Company has an Internal Audit Department headed by Deputy General Manager. To carry out Non¬
technical Audit, your company had appointed nine Chartered Accountant firms namely M/s AMAA &
Associates, M/s SP Chopra & Co., M/s JLN US & Co., M/s KK Goel & Associates, M/s JN Gupta & Co., M/s
Dharam Raj & Co., M/s Asa & Associates, M/s Ravi Rajan & Co., and M/s S.L Chhajed & Co. for the year
2024-25. Technical Audit and IT/ EDP Audit was carried out by in-house internal audit teams.

| Reporting of Internal Auditors |

Internal auditors are appointed for various Units / Offices of NFL at all major locations. Internal audit is
conducted by external independent Audit firms and their reports are put up to the concerned HoD’s at
places where they are appointed. Thereafter, the reports and the action taken by the Management is
reviewed by the Audit Committee.

| Secretarial Auditors |

M/s Kumar Naresh Sinha & Associates, Practicing Company Secretaries was appointed by the Board for
undertaking the Secretarial Audit for the Financial Year 2024-25 in terms of Section 204 of Companies Act,
2013 and Rules made there under. Secretarial Audit Report for the year 2024-25 and Management's
explanation to Secretarial Auditor's observations are appended as Annexure-13 which forms part of this
Report.

Annual Secretarial Compliance Report for the Financial Year ended 31.03.2025 issued by M/s Kumar
Naresh Sinha & Associates, Practicing Company Secretaries, under Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure-14 which forms
part of this Report.

| Compliance with Secretarial Standards |

The Company complies with all applicable Secretarial Standards issued by The Institute of Company
Secretaries of India.

| Audit Committee |

The detailed disclosures have been made in the Corporate Governance Report annexed to this report.

| Nomination & Remuneration Committee and Remuneration Policy |

Disclosures regarding Nomination & Remuneration Committee and Remuneration Policy are given in the
Corporate Governance Report annexed to this report.

| Stakeholders Relationship Committee |

Disclosures regarding Stakeholders Relationship Committee are given in the Corporate Governance
Report annexed to this report.

| Corporate Social Responsibility and Sustainable Development Committee |

Disclosures regarding Corporate Social Responsibility and Sustainable Development Committee are
given in the Corporate Governance Report annexed to this report.

| Company’s policy on Director’s appointment and remuneration |

Ministry of Corporate Affairs has granted exemption vide notification No. GSR463 (E) dated 05.06.2015 to
the Government Companies from the provisions of Section 134(3)(p) of the Companies Act, 2013.
Director's appointment and remuneration is decided by the Government of India. Keeping in view the
exemption, no Remuneration Policy has been formulated.

| Board & Committee Meetings |

The details of Board Meetings, Committee Meetings and Meetings of Independent Directors are given in
the Corporate Governance Report annexed to this report.

| Annual Return u/s 92(3) of the Companies Act, 2013 |

The Annual Return of the Company will be made available on the website of the Company at
www.nationalfertilizers.com.

| Investor Education and Protection Fund |

The Company has complied with all the provisions relating to the Investor Education and Protection Fund
(IEPF) under the Companies Act, 2013 and The Investor Education and Protection Fund Authority
(Accountng, Audit, Transfer and Refund) Rules, 2016, made there under. Company Secretary is the Nodal
Officer to deal with IEPF Authority and compliances related thereto.

During the year 2024-25, an amount of ?2,65,531.50 of unpaid/unclaimed dividend amount was
transferred to Investor Education and Protection Fund on account of unpaid/unclaimed dividend.
Accordingly, as per Section 124(6) of the Companies Act, 2013 and Rules notified thereunder, 10,311
shares were transferred to demat account of IEPF. The details of the unpaid/unclaimed dividend and
shares transferred to IEPF Account for the previous years are available at the website of the Company
www.nationalfertilizers.com.

| Listing |

Company's equity Shares are listed at National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). Other disclosures regarding listing regulations have been made in Corporate Governance Report.

| Listing Fee |

Company has paid requisite listing fee to the stock exchanges during the year 2024-25.

| Service to Shareholders |

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of
dividend, de-materialization and re-materialization of shares and redressal of investors grievances are
carried out by the Company's RTA i.e. M/s MAS Services Limited, New Delhi.

| Code of Conduct |

Board Members and the Senior Management Personnel have affirmed compliance with the Code of
Conduct for the financial year ended 31.03.2025. Code of Conduct has been uploaded on the website of the
Company at www.nationalfertilizers.com.

Corporate Policies & Codes |

Details regarding various corporate policies & codes are given in the Corporate Governance Report and
also available on the website of the Company at www.nationalfertilizers.com.

Disclosure pursuant to FEMA Regulation |

FEMA Regulations applicable to Companies owned or controlled by non-resident entity(s) are not
applicable to NFL.

Key Business Development |

Overview of the Indian & Global fertilizer industry is given in the Management Discussion & Analysis Report
annexed to this report.

Disclosure regarding frauds |

No fraud has been reported by the Auditor to the Audit Committee or to the Board, during the financial year
2024-25.

Details of the sickness of the Company |

Not applicable.

Management |

Key Managerial Personnel (KMP) |

In compliance with provisions of Section 203 of the Companies Act, 2013, Key Managerial Personnel
(KMP) position as on 31.03.2025 is as follows:

Dr. U. Saravanan, Chairman & Managing Director .

Shri Hira Nand, Chief Financial Officer.

Shri Ashok Jha, Company Secretary.

Board of Directors |

Changes in Composition |

Shri Rajan Kanwar was assigned the additional charge of Director (Marketing), National Fertilizers Limited
in terms of DoF Order No. 82/1/2021-HR-PSU (Part) (e-36197) dated 11.07.2024 for a period of one year
with immediate effect or until posting of a regular incumbent, or until further orders, whichever is earliest. He
was holding additional charge of Director (Marketing) upto 11.03.2025.

Shri Bharat Bhushan was appointed as an Additional Director (part time Government Nominee Director)
w.e.f. 07.11.2024 vice Smt. Neeraja Adidam, in terms of DoF Order No. 95/1/2019-HR-PSU dated 01^st
November, 2024, until further orders.

Smt. Poonam Sharma, Shri Ritesh Tiwari and Shri Kashi Ram Godara ceased to be Non-Executive
Independent Directors on completion of their tenure w.e.f. 12.11.2024.

Shri Venkata Sarvarayudu Thota ceased to be Non-Executive Independent Director on completion of his
tenure w.e.f. 30.11.2024.

Shri Mahesh Chander Gupta was appointed as Director (Marketing) in terms of DoF Order No. 82/1/2021-
HR-PSU (Part-1) (e-36198) dated 07.03.2025 w.e.f. 11.03.2025.

Shri Jyoti Bhramar Tubid ceased to be Non-Executive Independent Director on completion of his tenure
w.e.f. 21.04.2025.

Shri Rajan Kanwar ceased to be Director (Technical) on attaining the age of superannuation on 30.04.2025
w.e.f. 01.05.2025.

Prof. Rabi Ranjan Sen and Shri Jyoti Bhramar Tubid were appointed as Additional Directors (as
Non-Executive Independent Directors) w.e.f. 05.05.2025 in terms of DoF Letter No. 95/01/2025-HR-pSu
(e-38792) dated 5^th May, 2025 for a period of one year, with effect from the date of notification of
appointment, or until further orders, whichever is earlier.

Ms. Pinky Pradhan was appointed as an Additional Director (as Non-Executive Independent Director) w.e.f.
23.05.2025 in terms of DoF Letter No. 95/01/2025-HR-PSU (e-38792) dated 22^nd May, 2025 for a period of
three years, with effect from the date of notification of appointment, or until further orders, whichever is earlier.

Ms. Ritu Goswami, Director (Technical), Rashtriya Chemicals & Fertilizers Limited (RCFL), had been
assigned Additional Charge of Director (Technical) on the Board of the Company w.e.f. 22.07.2025 in terms
of DoF letter No. 82/1/2017-HR-PSU (Part-1) (e-31527) dated 18^th July, 2025 for a period of six months or
till assumption of charge of the post by the regular incumbent, or until further orders, whichever is earliest.
Details of tenure of Directors are provided in the Corporate Governance Report.

| Re-appointment of Directors at the AGM |

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. U. Saravanan (DIN: 07274628)
and Shri Hira Nand (DIN: 09476034) will retire by rotation at the ensuing AGM and being eligible have
offered themselves for re-appointment.

| Declaration by Independent Directors u/s 149(6) of the Companies Act, 2013 |

All Independent Directors have given declaration that they meet the criteria of Independence as laid down
in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the
Board, the Independent Directors posses integrity and necessary expertise & experience.

| Re-appointment of Independent Directors |

As per Section 149(10) of the Companies Act, 2013, none of the Independent Directors have been
reappointed on the Board of the Company during the FY 2024-25.

In addition to above, Shri Jyoti Bhramar Tubid, Non- official Independent Director ceased to be Non-Official
Independent Director w.e.f. 21.04.2025 due to completion of his tenure and he has been appointed as an
Additional Director (as Non-Official Independent Director) on the Board of the Company w.e.f. 05.05.2025
in terms of DoF Letter No. 95/01/2025-HR-PSU (e-38792) dated 5^th May, 2025 issued by Department of
Fertilizers.

| Disqualifications of Directors |

None of the Directors have committed any disqualification as provided under Section 164 of the Companies
Act, 2013.

Remuneration to Directors

Details of Remuneration to Directors and Company Secretary are given in the Corporate Governance
Report annexed to this Report.

Performance evaluation of Board of Directors |

The details regarding performance evaluation of Board of Directors have been given in the Corporate
Governance Report.

Directors’ Responsibility Statement |

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

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

b) 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 at the end of the financial year 2024-25 and of the profit of the Company for
that period;

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

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

e) The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

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

| Acknowledgements |

The Board of Directors acknowledge their gratitude for the valuable guidance and support received from
the various wings of Government of India, in particular Department of Fertilizers, Fertilizer Industry
Coordination Committee (FICC), various State Governments, Financial Institutions, Banks, stakeholders
and all others whose continued support has been a source of strength to the Company.

Your Directors also acknowledge the suggestions received from Statutory Auditors, Internal Auditors, Cost
Auditors, Secretarial Auditors and Comptroller and Auditor General of India and are grateful for their
continued support and cooperation.

The Board would like to place on record its appreciation to the hard work, commitment and unstinting efforts
put in by the employees at all levels throughout the year. Board also place on record active support and
cooperation received from Employees Trade Union and Officers Association for sustained improvements.

Registered Office: For and on behalf of the Board of Directors

Scope Complex, Core-III,

7, Institutional Area, Lodhi Road,

New Delhi-110003. (Dr. U. Saravanan)

Chairman & Managing Director

Date: 29^th August, 2025 DIN: 07274628