Chambal Fertilisers & Chemicals Ltd Directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the 41^st Annual Report on the business and operations of the Company together with audited financial statements for the financial year ended March 31, 2026.

1. Standalone Financial Results

The financial performance of your Company on standalone basis is summarized below:

(Rs. in Crore)

Particulars	Financial Year
	2025-26	2024-25
Revenue from Operations	20,793.66	16,646.20
Other Income	251.25	353.32
Total Income	21,044.91	16,999.52
Total Expenses	18,470.22	14,540.49
Profit before Tax	2,574.69	2,459.03
Total Tax Expenses	625.02	802.24
Profit for the Year	1,949.67	1,656.79
Other Comprehensive Income for the Year (Net of Tax)	103.81	74.83
Total Comprehensive Income for the Year	2,053.48	1,731.62
Retained Earnings - Opening Balance	7,489.73	6,153.72
Add:
Profit for the Year	1,949.67	1,656.79
Re-measurement Gain /(Loss) on Defined Benefit Plans	1.31	(0.26)
Less:
Cash Dividend	400.65	320.52
Retained Earnings - Closing Balance	9,040.06	7,489.73

Your Companys financial results for the financial year 2025-26 has three reporting segments namely, own manufactured fertilisers, complex fertilisers and crop protection chemicals, speciality nutrients and seeds.

Your Directors do not propose to carry any amount to the reserves for the year under review.

2. Operations

The Company is engaged in manufacture of Urea, and has three urea plants at single location in Gadepan, District Kota (Rajasthan). The Company markets other complex fertilisers such as Di-Ammonium Phosphate (DAP), Triple Super Phosphate (TSP), Muriate of Potash (MOP), NPK fertilisers, Crop Protection Chemicals and Speciality Nutrients including Biologicals. During the previous year, the Company had forayed into the seeds business. During the year under review, the urea plants continued to operate at optimum capacity and energy efficiency levels. However, the overall urea production during Financial Year 2025-26 was slightly lower compared to the previous year i.e. Financial Year 2024-25 due to Gadepan-II plants - (i) planned maintenance in March 2026; and (ii) unexpected breakdown at the beginning of the year. The prices of Natural Gas (feedstock) were volatile during March 2026 mainly due to changes in geopolitical situation following the war in Iran. Surplus ammonia generated due to technical reasons was sold in the market. The changes in NBS policy encouraged the Company to increase imports of phosphatic fertilisers, which rose significantly. The Company moved aggressively and increased sales by 174%, thereby ensuring availability of alternatives to the farmers. The Company continues to import adequate quantities of MOP.

The support of Government of India by way of timely release of subsidy during Financial Year 2025-26, enabled your Company to keep its working capital under control.

The Crop Protection Chemicals (CPC) and Speciality Nutrients (SN) business continued to grow strongly and registered double-digit growth during the year under review. The Company expanded its focus on CPC and SN business by introducing 12 new products.

Your Company has an agreement for research with The Energy and Resources Institute (TERI), which aims to address the pressing challenges of depleting organic carbon resulting into deterioration in soil health, and poor nutrients use efficiency, by developing innovative sustainable solutions such as Nano Biotechnology based crop nutrition products, Biofertilizers, Bio stimulants and Biopesticides. Encouraging response and repeat demand is being witnessed in UTTAM PRANAM and UTTAM SUPERRHIZA, the products launched in past two years. There are products in the pipeline which include various biologicals under crop protection and crop nutrition category and also bio-stimulants with focus on improving nutrients use efficiency and organic carbon content in the soil. Your Company has established marketing arrangements with innovator companies across the globe for access to new age products to fuel the growth in CPC and SN business.

The ‘Uttam Santulit Poshan Abhiyan (USPA) was launched to identify best farming practices and promote cost-effective, environmentally sustainable alternatives. The program was implemented across 13 states, covering 24 districts and 48 locations. The program has directly benefited more than 1.35 lakh farmers.

During the year under review, your Company augmented its digital outreach with a multifaceted approach by launching the farmer mobile application_ "Chambal Uttam Krishak Mitra"_in five languages with key features i.e. agronomy, crop doctor (AI based disease and pest identification with CFCL product recommendations), mandi prices, weather forecast and many more. More than 1 lakh farmers have availed the services through the application in the first year itself. The viewership crossed 219 million views across all media platforms.

Detailed information on the business operations of the Company, the industry in which the Company operates, and other relevant information are given in the Management Discussion and Analysis Report attached as Annexure "A" to this Report.

. Technical Ammonium Nitrate (TAN) Plant

Your Company is setting up a Technical Ammonium Nitrate (TAN) plant at its existing plant site at Gadepan, District Kota (Rajasthan), for manufacture of 2,40,000 MTPA of TAN, which also includes a Weak Nitric Acid (WNA) plant with manufacturing capacity of 2,10,000 MTPA (Project). Lumpsum turnkey contract was awarded to

M/s.Larsen&ToubroLimitedforengineering,procurement, construction, and commissioning of the plant. All requisite statutory and other approvals for setting up the plant have been obtained and the construction activities are about to be completed. During the year, the Project was modified to include a gas powered electricity generator to protect the WNA plant from grid failure and ensure uninterrupted reliable power supply, the overall project cost remaining the same.

4. Dividend

During the financial year ended on March 31, 2026, the Board of Directors of your Company declared an interim dividend @ Rs. 5 per equity share of Rs. 10 each i.e. @ 50% (Previous Year - Rs. 5 per equity share i.e. @ 50%).

The Board of Directors has recommended final dividend @ Rs. 6 per equity share of Rs. 10 each i.e. @ 60% (Previous Year - Rs. 5 per equity share i.e. @ 50%) for the Financial Year 2025-26, which shall be paid after approval of shareholders at their ensuing Annual General Meeting.

Total dividend for the Financial Year 2025-26 on account of interim and final dividend, amounts to Rs. 11 per equity share of Rs. 10 each i.e. @ 110 % (Previous Year - Rs. 10 per equity share i.e. @ 100%) involving total outgo of Rs. 440.72 Crore, subject to deduction of tax at source (Previous Year - Rs. 400.65 Crore subject to deduction of tax at source).

The Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed on the weblink: https://www.chambalfertilisers. com/pdf/Final-Dividend-Distribution-Policy.pdf. There is no change in this policy during the year under review. The interim and final dividends for the Financial Year 2025-26 declared/recommended by the Board of Directors are in accordance with the Dividend Distribution Policy of the Company.

5. Consolidated Financial Statements

In pursuance of the provisions of the Companies Act, 2013, rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the applicable accounting standards, the Company has prepared Consolidated Financial Statements.

The audited Consolidated Financial Statements, alongwith Auditors Report and the Statement containing salient features of the financial statements of subsidiaries/joint venture (Form AOC - 1), form part of the Annual Report.

6. Corporate Governance Report and Code of Conduct and Ethics

The Corporate Governance Report for the financial year 2025-26 is attached as Annexure "B" to this Report. Members are requested to refer to the general shareholders information given in the Corporate Governance Report attached hereto.

All the Directors of the Company and senior management personnel have confirmed compliance of the ‘Code of Conduct and Ethics of the Company. The declaration of Managing Director confirming compliance with the ‘Code of Conduct and Ethics is enclosed as Annexure "C" to this Report and certificate of a company secretary in practice regarding compliance with the conditions of Corporate Governance is enclosed as Annexure "D" to this Report.

7. Subsidiaries and Joint Venture

Details of the subsidiaries and joint venture of the Company as on March 31, 2026 are given below:

(a) Subsidiaries

CFCL Ventures Limited (CVL) is a subsidiary of your Company in Cayman Islands. CVL has one subsidiary namely, ISG Novasoft Technologies Limited in India, which is a downstream subsidiary of the Company. There was no business activity in these subsidiaries during the year under review. ISGN Corporation in the United States of America (USA), a subsidiary of CVL and downstream

The performance of IMACID is summarized below: subsidiary of the Company, was dissolved w.e.f. July 14, 2025 vide the Certificate of Dissolution issued by State of Delaware, USA dated July 14, 2025.

Chambal Infrastructure Ventures Limited is a wholly owned subsidiary of the Company in India. There was no business activity in this subsidiary during the year under review.

The Company does not have any material subsidiary as per the provisions of the Listing Regulations.

The performance of the subsidiaries of the Company is summarized in Form AOC - 1 attached to the Financial Statements in pursuance of Section 129 of the Companies Act, 2013. The contribution of subsidiaries and joint venture to the overall performance of the Company is also provided in Note no. 45 to the Consolidated Financial Statements. The financial statements of subsidiaries shall be hosted on the website of the Company in pursuance of Section 136 of the Companies Act, 2013.

(b) Joint Venture: Indo Maroc Phosphore S. A. – IMACID

Indo Maroc Phosphore S. A. – IMACID (IMACID) is a joint venture of your Company in Morocco with Tata Chemicals Limited and OCP S.A., Morocco. Each partner has an equal stake (i.e. 33.33%) in the joint venture. IMACID is engaged in the manufacture of phosphoric acid in Morocco.

Particulars	April 01, 2025 to March 31, 2026	April 01, 2024 to March 31, 2025
Production of Phosphoric Acid (MT)	4,58,414	5,23,932
Sale of Phosphoric Acid (MT)	4,16,240	4,47,587
Revenue	Moroccan Dirham 4,931.37 Million	Moroccan Dirham 4,466.26 Million
	(Rs. 4,699.60 Crore)	(Rs. 3,773.99 Crore)
Profit after Tax	Moroccan Dirham 405.49 Million	Moroccan Dirham 467.58 Million
	(Rs. 386.43 Crore)	(Rs. 395.10 Crore)

Turnover was higher during the financial year 2025-26 due to price variations. Profit after Tax decreased during the same period due to lower margins as compared to the previous year.

During the financial year 2025-26, no subsidiary, associate or joint venture has been acquired/sold/liquidated/ceased, except as mentioned above.

8. Health, Safety, Environment Protection and Quality

Your Company continuously strives to improve the standards of Health, Safety, Security, Environment Protection and quality of products, and towards this intent, a comprehensive Health, Safety, Security, Environment & Quality Policy is in place. The Company has an Integrated Management System (IMS) under which the Gadepan plant site is certified to ISO 14001:2015, ISO 45001:2018 and ISO 9001:2015 standards.

The initiatives of your Company in the above regard, in brief, are as under:

(a) Health & Hygiene

Your Company gives due importance to health assessment and monitoring of occupational disease of employees and contractors work force, which is conducted by way of periodic medical examination and hygiene monitoring at the workplace.

A well-equipped Occupational Health Center at Gadepan operates round the clock to provide health services to employees and their families, contractors workforce, and villagers in the vicinity of the plant. Well-equipped ambulances are available at Gadepan plant, which also cater to the requirements of villagers in case of medical emergency. The Primary Health Centre (PHC) close to Gadepan has been equipped with X-ray, ECG and pathological lab test machines provided by the Company.

Your Company organizes training and awareness programs on health and hygiene related matters by external experts from time to time.

(b) Safety Management

In order to ensure highest levels of health and safety of employees and contractors workforce, a well-defined health and safety management system is in place in your Company. A robust process safety management system is also in place to ensure safe operation of plants and maintenance of equipment and machinery. Extensive safety training and drills are conducted by internal and external experts, which help the Company to maintain and improve the safety systems. Knowledge sharing sessions are also organized, facilitating exchange of experiences and best practices, with active participation from Major Accident Hazard industries in the nearby region. As recognized globally that major cause of accidents/incidents is human behavior, a system of Behavior Based Safety was implemented in operations as well as maintenance activities.

A combined Quantitative Risk Assessment (QRA) has been proactively conducted by the Company as part of the commitment to ensure a safe and sustainable working environment. The Company has implemented ‘5-S (Sort, Set in Order, Shine, Standardize, and Sustain), the globally recognized Japanese system, to enhance safety, productivity, and organization across workplace.

Third-party Critical Safety Audits have been carried out for all the plants by the British Safety Council, in line with the internationally recognized standards. This has strengthened safety performance and validated system effectiveness.

The Company successfully achieved its goal of zero reportable accidents and incidents during Financial Year 2025–26 which is attributed to the robust safety management systems and proactive safety culture.

(c) Environment Protection

Your Company gives importance to protection of the environment and conservation of natural resources. The Company has established a state-of-the-art Environment Management Cell which hosts a fully functional laboratory with modern testing and monitoring equipments, to ensure emissions are within permissible limits. This facility also ensures that the Company complies with the relevant national and local regulations with respect to the environment.

Continuous Emission Monitoring Systems, Continuous Effluent Quality Monitoring Systems and Continuous Ambient Air Quality Monitoring Stations are installed to monitor any deviation in applicable parameters and environmental surroundings. There is a strong focus on optimizing the use of resources (including raw materials and water) and reducing waste generation and atmospheric emissions. Hazardous and electronic waste are disposed through authorized vendors. Use of single-use plastic is strictly prohibited in the Gadepan campus.

The Gadepan-III plant operates as a zero liquid discharge facility and effluents from the plant are treated in a reverse osmosis–zero liquid discharge system, and the permeate is used as make-up water for cooling towers. This has significantly reduced the intake of fresh water from the river surrounding the campus. During the Financial Year 2025-26, approximately 87% of the sludge generated from the reverse osmosis plant was sent to cement companies for co-processing, instead of their disposal at the landfill facility.

The Company remains conscious of its responsibility toward environmental sustainability. Roof-top solar panels with peak capacity of 1000 kW (AC) have been installed in the Gadepan campus as a step towards use of renewable energy. During Financial Year 2025–26, 1.52 million kWh of solar power was generated.

(d) Quality Management

Your Company is known for its high-quality products, and steadfast commitment to quality forming the core of its operations. Continuous efforts are made to enhance product quality through process improvements and adoption of advanced technologies. Quality is maintained at every stage of the manufacturing process, as well as in maintenance and support services. The urea produced by the Company is widely preferred in the marketing territory due to its superior quality.

The Company also markets products sourced from reputed manufacturers in India and overseas. Appropriate quality assurance measures are taken to ensure that all sourced products meet the Companys high standards.

Customer feedback is collected through targeted surveys and is given due importance, as it is a crucial tool for identifying areas of continuous improvement.

9. Corporate Social Responsibility (CSR)

Embracing the vision of "Investing Today for a Sustainable Tomorrow", your Company has adopted a community centric approach for the Corporate Social Responsibility (CSR) projects and programmes, which are aligned with broader global goals of sustainable and inclusive development.

Highlights of the CSR projects and programmes of your Company during the Financial Year 2025-26 are as under:

a) Project Akshar - Pre-Primary & School Education

School Project

As part of the Companys long-term commitment to provide quality education to the students from rural areas, an ‘ongoing project has been launched to set up a CBSE – based English medium school in the Gadepan village.

Government Schools & Anganwadi Centers

Your Company has adopted 57 Government schools and 47 Anganwadi centers in Kota and Baran districts of Rajasthan. The education project has supported nearly 10,000 rural students by providing support on all subjects, digital learning, computer education, extra-curricular activities and sports, as an integral part of course curriculum. The project is also focusing on "Socio Emotional Learning" and "Pedagogy based and age-appropriate learning opportunities" for students in early school years.

b) Project Saksham - Technical and Vocational Education

Industrial Training Institutes (ITIs) & Government Polytechnic College

Upskilling youth for better employment opportunities, especially from underprivileged and marginalized sections of the society, is the core of this project. Through the adopted five Industrial Training Institutes (ITIs) and one Government Polytechnic College, skill training programs were offered to the rural youth.

With focus on academic excellence and practical exposure, during the financial year 2025-26, around 650 students successfully received placement offers from various companies.

Chambal Fertilisers Skill Institute

Your Company has established this state-of-the-art skill center near its plant at Gadepan, which is now offering six vocational courses. During the financial year 2025-26, 664 youth passed from this institute and achieved 100% placement across various organizations. The institute also offers mandatory training on personality development, soft skills, computer and information technology skills and "on-the-job training" to each student.

c) Project Saakar - Rural Development

Your Companys comprehensive interventions are designed to uplift the infrastructure facilities of villages in districts Kota, Baran and Bundi in Rajasthan. During the year under review, there was focus to develop community halls, community common spaces, recreational centers, crematoriums, playgrounds, storm water drain network, cement concrete roads, interlocking tile walkways etc.

d) Project Arogya - Health care and Sanitation

Primary Health Centers (PHC)

Project Arogya offers easy access to quality healthcare facilities to rural folk by supporting the healthcare system in the rural areas in Kota, Baran and Bundi districts in Rajasthan, through four PHCs (Primary Health Centers).

Other initiatives

Your Company is actively contributing to "Tuberculosis (TB) Free India campaign" and undertook screening of more than 10,000 rural folks of nearby villages in district Kota and facilitated the TB patients to receive medical and nutritional care from the Government Portal.

e) Project Pragati - Employability and Empowerment

Your Company is extending support to rural women folk to create self-help groups in villages and initiate income generation activities through Project Pragati.

One Village - One Product

The supported women self-help groups focus on making various hand made products under "One Village - One Product" concept, to become self-reliant and financially independent. During the year under review, Paper Recycling, Spice Packaging, Millet based bakery, and Dabu and Block printing units were functional.

f) Project Bhoomi - Environmental Sustainability, Animal Welfare and Soil Health

"Crop Residue Management" and "Sustainable Agriculture"initiativesoftheCompanywereextended to more than 330 villages in Rajasthan, Haryana and Punjab during the Financial Year 2025-26.

The Agriculture Development Laboratory at Gadepan continues to facilitate farming community to access soil testing services for their farmland. During the Financial Year 2025-26, more than 24,000 soil samples were tested, and farm advisory services were extended to the farmers to provide valuable insight on soil health and to enable them to take informed decisions for optimized agricultural productivity.

g) Promotion of Sports

Sports Development Centers

The Company is focused on creating sports infrastructure facilities in rural academic spaces, i.e. schools and technical institutions. Additionally, eight sports development centers and one mini stadium at Sangod offer sports training to students on various sports.

The CSR obligation of your Company in terms of the applicable provisions of the Companies Act, 2013 and Rules made thereunder for the Financial Year 2025-26 is, Rs. 36.42 Crore. Your Company has spent Rs. 29.92 Crore on various CSR projects/programmes during the year under review, and in accordance with Section 135(6) of the Companies Act, 2013, a sum of Rs. 6.58 crore allocated for the ‘Ongoing Project has been transferred to unspent CSR account. The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at http:// www.chambalfertilisers.com/csroverview. The Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2025-26 (including the details of development and implementation of the Corporate Social Responsibility Policy and reason for unspent CSR amount on the ‘ongoing project) as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as Annexure "F" to this Report.

10. Directors and Key Managerial Personnel

As on March 31, 2026, the Board of Directors of your Company comprised of eight directors. The Board composition includes a Managing Director and seven Non-Executive Directors, of which four are Independent Directors (including one woman independent director).

The shareholders of the Company at their Annual General Meeting held on August 26, 2025 have-

(i) re-appointed Mr. Shyam Sunder Bhartia as Director liable to retire by rotation.

(ii) approved re-appointment of Mr. Abhay Baijal as Managing Director, to hold office for 3 (three) years from July 21, 2025 to July 20, 2028. During the Financial Year 2025-26, Mr. Abhay Baijal, Managing Director, did not draw any remuneration or commission from the subsidiary companies.

(iii) re-appointed Mrs. Rita Menon as Independent Director, to hold office for second term of 5 (five) consecutive years from September 10, 2025 to September 09, 2030, not liable to retire by rotation.

(iv) appointed Mr. Rakesh Jain as Independent Director, to hold office for a term of 5 (five) consecutive years from July 15, 2025 to July 14, 2030, not liable to retire by rotation.

The Board of Directors is of the opinion that Mrs. Rita Menon and Mr. Rakesh Jain are persons of integrity and possesses requisite qualification, experience and expertise for appointment as Independent Director. Mrs. Rita Menon is exempt from the requirement to undertake online proficiency self-assessment test and Mr. Rakesh Jain has qualified the said test, conducted by the Indian Institute of Corporate Affairs.

During the year under review, Mr. Berjis Minoo Desai resigned from the Board of Directors effective June 1, 2025, to pursue other professional and personal commitments. He has confirmed that there is no other material reason for his resignation, other than that mentioned in his resignation letter.

Mrs. Rita Menon shall attain the age of 75 years on December 25, 2026. Pursuant to Regulation 17(1A) of the Listing Regulations, the Board of Directors, upon recommendation of Nomination and Remuneration Committee, recommends approval of shareholders of the Company for continuation of Mrs. Rita Menon as Independent Director of the Company after attaining the age of 75 years.

Mr. Chandra Shekhar Nopany, Director retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment.

Mr. Anand Agarwal ceased to be the Chief Financial Officer (Key Managerial Personnel) from close of business hours on May 8, 2025 to pursue an opportunity outside the Company. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Anuj Jain as Chief Financial Officer (Key Managerial Personnel) w.e.f. May 9, 2025.

All the Independent Directors have submitted declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, rules framed thereunder and the Listing Regulations. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the names of all the Independent Directors of the Company are included in the data bank maintained by the Indian Institute of Corporate Affairs.

Four meetings of the Board of Directors were held during the Financial Year 2025-26. Other requisite information on the Directors and Board Meetings is provided in the Corporate Governance Report attached as Annexure "B" to this Report. Certificate of a Company Secretary in practice confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "E" to this Report.

11. Internal Financial Controls

Your Company has internal financial controls commensurate with the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds & errors, accuracy & completeness of accounting records and timely preparation of reliable financial information.

The details of the internal control system are also given in the Management Discussion and Analysis Report attached as Annexure "A" to this Report.

12. Remuneration Policy

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, the Company has formulated the Remuneration Policy. The Remuneration Policy outlines, inter-alia, the appointment criteria & qualification requirements, process for appointment & removal, retirement policy, remuneration structure, etc. of the Directors, including Managing Director and Whole Time Director(s), Key Managerial Personnel(‘KMP)andotherseniormanagementpersonnel of the Company. As per the Remuneration Policy of the Company, a person proposed to be appointed as Director, KMP or senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an Independent Director, the person should fulfill the criteria of independence prescribed under the Companies Act, 2013, rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions in relation to the payment of fixed & variable components of remuneration of Managing Director and Whole Time Director(s) and payment of sitting fee and commission to Non-Executive Directors, and outlines principles for determination of remuneration of senior management personnel and other employees. There is no change in the Remuneration Policy during the year under review. The Remuneration Policy of the Company is available on the website of the Company at the weblink: http://chambalfertilisers.com/pdf/Remuneration Policy.pdf.

13. Disclosures under the Companies Act, 2013, Rules thereunder and Secretarial Standards a) Your Company has not issued any shares, including sweat equity shares and equity shares with differential rights as to dividend, voting or otherwise, during the financial year 2025-26.

b) No significant and material orders have been passed by the regulators or courts or tribunals or statutory and quasi-judicial bodies impacting the going concern status and Companys operations in future.

c) All related party transactions entered during the financial year 2025-26, were on arms length basis and in the ordinary course of business. No material related party transaction (in terms of the Companys Policy on Related Party Transactions) was entered into during the year and no contracts or arrangements were entered during the year with related parties which are required to be disclosed under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2.

d) A copy of annual return of the Company is available on the website of the Company at the weblink: http://chambalfertilisers.com/annualreturns/

e) Following information is given in the Corporate Governance Report attached as Annexure "B" to this Report:

i) Performance evaluation of the Board of Directors, committees of the Board of Directors, Chairman and individual Directors;

ii) Composition of Audit Committee; and

iii) Details of establishment of Vigil Mechanism.

All the recommendations made by the Audit Committee during the Financial Year 2025-26 were accepted by the Board of Directors.

f) The particulars of loans and guarantees given, security provided and investments made, if any, under Section 186 of the Companies Act, 2013 are provided in Notes to the Financial Statements.

g) During the financial year 2025-26, the auditor, secretarial auditor and cost auditor have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

h) The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

i) The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint of sexual harassment was received, disposed and pending for more than ninety days during the Financial Year 2025-26.

j) The Company has complied with the_ applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

k) There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2025-26 and the date of this Report.

l) During the year under review, no application was made and/or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institutions during the said period.

14. Directors Responsibility Statement

Your Directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended March 31, 2026;

c) 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;

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

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Auditor and Cost Auditor

The Notes to the Financial Statements read with the Auditors Reports are self-explanatory and therefore do not call for further comments or explanations. There is no qualification, reservation, disclaimer or adverse remark in the Auditors Reports.

The shareholders of the Company at their Annual General Meeting held on September 13, 2022 had re-appointed M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration Number: 012754N/ N500016) as Auditor, to hold office for the second term of 5 (five) consecutive years from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting.

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, is applicable to the Company in respect of production of fertilisers, and accordingly the said accounts and records are made and maintained by the Company for Financial Year 2025-26. The Board of Directors of the Company has appointed M/s. K.G. Goyal & Associates, Cost Accountants to conduct the audit of cost records of the Company, as applicable, for the financial year ending March 31, 2027. As required under the Companies Act, 2013 and Rules framed thereunder, your Directors are seeking ratification from the members of the Company of the remuneration payable to M/s. K.G. Goyal & Associates, Cost Accountants for the financial year ending March 31, 2027.

16. Secretarial Audit

The shareholders of the Company at their Annual General Meeting held on August 26, 2025, have appointed M/s. RMG & Associates, Company Secretaries (Firm Registration No.- P2001DE016100) as Secretarial Auditor of the Company, to hold office for 5 (five) consecutive years from the conclusion of the 40^th Annual General Meeting held in calendar year 2025, until conclusion of the 45^th Annual General Meeting to be held in the calendar year 2030.

The Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditor is attached as Annexure "G" to this Report. There is no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.

17. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company strives to conserve energy by improving efficiency and minimizing energy usage, resulting into saving of natural and financial resources. The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of the Companies (Accounts) Rules, 2014 is set out in Annexure "H" attached to this Report.

18. Risk Management

Your Company has framed and implemented a comprehensive Risk Management Policy. The Risk Management Committee periodically reviews the risks and calibrates the risk document(s) and monitors various risks, including the risks, if any which may threaten the existence of the Company. The composition and terms of reference of the Risk Management Committee are outlined in the Corporate Governance Report. The risk document as approved by the Risk Management Committee, containing key risks and non-key risks, including way forward for mitigation thereof, is periodically reviewed by the Audit Committee and the Board of Directors.

19. Deposits

During the year under review, the Company did not accept any deposit from the public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the beginning and end of the financial year 2025-26.

20. Particulars of employees

The statement containing disclosures as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure "I" to this Report.

Further, in terms of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing names and other particulars of top ten employees in terms of remuneration drawn, and of the employees drawing remuneration in excess of the limit set out in the said rules, forms part of this Report. In terms of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said statement, is being sent to the members of the Company. Any member interested in obtaining the said information may write to the Company at isc@chambal.in. The information will also be available for inspection at the registered office of the Company on all working days (i.e. Monday to Friday) between 10:00 am and 5:00 pm, upto the date of the ensuing Annual General Meeting.

21. Employees Stock Option Scheme

All the eligible employees have exercised their stock options under the ‘CFCL Employees Stock Option Scheme 2010 (ESOS 2010) by the financial year ended on March 31, 2024. Under the ESOS 2010, the Trustee of the CFCL Employees Welfare Trust did not hold any equity shares of the Company during the Financial Year 2025-26.

The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are hosted on the website of the Company under the weblink: h t t p s : / / w w w . c h a m b a l f e r t i l i s e r s . c o m / p d f / ESOPDisclosure-2025-26.pdf

22. Business Responsibility and Sustainability Report

In pursuance of the provisions of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2025-26, outlining the initiatives of the Company from environmental, social and governance perspective, forms part of the Annual Report. In terms of SEBIs Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Company has obtained reasonable assurance on all the core principles of BRSR from M/s. Moore Singhi Advisors LLP on a standalone basis and their assurance report is appended to the BRSR.

23. Acknowledgements

The Board of Directors acknowledge and express appreciation for the support and co-operation extended by all stakeholders, including the Department of Fertilizers, Government of India, Government of Rajasthan and other State Governments, Financial Institutions & Banks, investors and customers. The Board of Directors value the diligent efforts, commitment and dedication demonstrated by employees at each level.

	For and on behalf of the Board of Directors of
	Chambal Fertilisers and Chemicals Limited
	Rita Menon	Abhay Baijal
Place: New Delhi	Director	Managing Director
Date : May 14, 2026	DIN: 00064714	DIN: 01588087